The Dream Chronicles: The Journey
by TCKing12
Summary: The Rugrats accompany the dwarves on their quest to reclaim their kingdom.
1. Prologue

**Chapter** **1: Prologue**

_"Location: The Dream World, June 18th 2014"_

It was nighttime in The Dream World and The Watcher Of Dreams was talking to The Rugrats.

"So, what did you want us to do?" Phil asked.

The Watcher Of Dreams looked at him and he said "I need you to go to Middle Earth and help the Dwarves reclaim their kingdom.".

"Your joking right?" Angelica asked.

The Watcher Of Dreams shook his head and he said "No.".

Peter (Me) nodded and he said "Alright. We'll go.".

So The Rugrats said goodbye and they left for the transport building.


	2. The Rescue

**Chapter 2: The Rescue**

_"Location: Middle Earth, The Dream World, June 18th 2014"_

45 minutes later, The Rugrats found themselves in a place in a forest. There was a huge cliff overlooking the rest of the forest and beyond that was a vast plain littered with jagged rocks and lone trees. Up above, the stars sparkled innocently in the vastness of the sky.

"Where are we?" Chuckie asked.

"Somewhere in Middle Earth, I'm guessing." Peter said.

It was then that all of them noticed a small yellow glow in the forest below, not too far away from their position. They were close enough to hear roars, yells, and screams.

* * *

Two minutes later, Tommy, Chuckie, Lil, Phil, Angelica, Susie, Dil, Kimi, and Peter found themselves zipping through the forest. Eventually, they could make out the golden glow of firelight peeking out through the trees and bushes, and upon getting closer, they could hear voices bickering and arguing amongst themselves. Now in the foliage, they quietly made their way forward, until at last they could hear three booming voices overshadowing calls for help and pleas for mercy.

"Don't botha cookin' em. Let's just si' on them, and squash 'em into jelly!" one voice said, malevolence writhing in the timbre.

"They should be sautéed, and grilled with a sprinklin' o' sage," a far deeper one contended.

"Oh, that DOES sound quite nice!" the first one agreed.

"Never mind the seasoning, we haven't got all noight! Dawn ain't far away, let's get a move on!" yet another voice ordered.

The Rugrats moved to peer around a tree, and recoiled at what they saw.

There were three huge, elephant-skinned monsters wearing leather clothing that were standing around a bonfire. Above them were several dwarves who were strapped to what they could only guess was a massive, crude rotating spit. The other dwarves were laying not too far away, stuffed into large burlap sacks with only their heads sticking up. Judging from the cuts and bruises on the monster's legs and arms, it seemed that the dwarves had tried to fight the creatures and failed. There had to be a wiser solution to defeat them.

Just then, a new voice popped up, saying "WAIT! You are making a terrible mistake!".

The owner, one of the dwarves, stood up in his sack. Wait a moment! Tommy, Chuckie, Lil, Phil, Angelica, Susie, Dil, Kimi, and Peter realized he couldn't be a dwarf. In the firelight, they could see that this one didn't have a single hair to show on his face, and also had a pair of pointed ears. He was even shorter than the other dwarves, no more than three feet at the most. Above the protest of the others, the non-dwarf continued "I meant with the, uh, with the seasoning.".

"What about the seasoning?" the monster in the apron inquired.

"Well, have you smelled them? You're going to need a lot more than sage before you can plate this lot up." the non-dwarf said.

That surprised The Rugrats, not to mention resulted in an eruption of angry protests and accusations from the dwarves. Why would he say that? But rather suddenly, it dawned on them.

He was buying time.

"What do YOU know about cookin' dwarf?" the other monster growled.

"Shut it!" the monster in the apron snarled. He then leaned in close to the non-dwarf and he said "Let the, uh, flurgerburbberobbit talk!".

Over with The Rugrats, Phil got an idea and he told Lil the idea. She nodded and, concentrating hard, she managed to muster as much of her power as she could, and focus a small glowing ball of ice in her hands. This next trick was going to be big, and she needed to focus. She didn't hear what sort of cooking tips the non-dwarf had, but she did hear the loud, angry responses of the dwarves.

By the time she was ready, though, the beasts didn't seem to be taking the non-dwarf very seriously anymore.

"You think I don't know wot you're up to? This lil' ferret is taking us for fools!" one of them growled,

Peter then stepped forward and he said "For some reason, I wouldn't doubt that.".

The beasts turned in surprise, only to find themselves blinded by three powerful blasts of ice and wind that Lil shot out from where she was. They probably would have stumbled and fell on top of their victims, had Lil not been fast enough to encase each one of them in solid ice.

It all happened so fast. By the time Lil managed to slow down and catch her breath, the sun had risen, exposing a rather comical scene of giant creatures frozen in place and dwarves popping their heads out of a layer of fine snow. A few moments passed, and she began to hear a sound that she had never heard before; cheering. The dwarves were cheering for HER.

"Miss, that was incredible!" the non-dwarf said.

Lil turned around to find the non-dwarf right behind her, beaming at first, but then shying away once they made eye contact.

"Erm, I mean, well, that was, in the nick of time, if I should say so." the non-dwarf said.

She bent down to help him out of the sack and she said "You weren't too bad yourself, Mister...".

"Baggins." the non-dwarf said as he pulled himself out. He then said "Bilbo Baggins, at your service.".

"My name is Lillian Deville, but you can just call me Lil." Lil said. She then asked "And, you're not a dwarf?".

"No, actually, I'm a hobbit of the Shire." Bilbo said.

Just then, a long shadow covered them all.

"Well, Miss Deville, it looks like you've stolen my entrance" a mans voice said from high up on a rock.

Lil turned and saw a man in a gray wizard's outfit.

"How do you know my name?" Lil asked.

"Well, let's just say a certain someone told me that you were coming here." the wizard said.

Dil walked up and he asked "And who are you?".

"I am Gandalf." the wizard said.

Dil nodded.

Gandalf then climbed down to meet them and he took a look at the frozen beasts quite admirably.

"Well now, this is quite a scene, isn't it? Most aren't so lucky when it comes to dealing with trolls, or quite so efficient." Gandalf remarked.

Trolls? They were trolls? Lil's mind flashed back to the friendly creatures she knew back in the real world. Surely these horrible creatures couldn't be one and the same? But before she could dwell on it any further, Gandalf, to her horror, raised his staff and whacked at the ice covering one of the trolls, shattering the layer to pieces. It all fell off like a broken shell. But instead of an angry troll, there was only a large statue of a troll.

"It turned to stone?" Susie asked

"Yes, of course. Sunlight will do the trick." Gandalf explained.

One of the dwarves on the spit said "Pardon me, but if anyone could help us down, I'd be graciously obliged.".

* * *

A few hours later, all the dwarves had been freed, and many of them had taken to mocking the huge statues that had once threatened to devour them. Peter and Gandalf, meanwhile, stood afar off with smiles on their faces. Thorin, at that moment, came up to the two of them.

"Where did you go off to, I may ask?" Thorin asked Gandalf.

"To look ahead." Gandalf replied.

"What brought you back?" Thorin asked.

"Looking behind. Nasty business. Still, you're all in one piece." Gandalf said.

The dwarf then turned to Peter and he asked "And what about you? Who are you and what brought you and those other 8 people to the rescue?".

Peter had to gather his thoughts for a moment and he said "My name is Peter Albany. I am king of a nation called The Confederacy. When I heard the screams, I and the other 8 people ran here.".

"Your point being?" Thorin asked.

"Me and the other 8 people are going to join you on your quest", Peter replied.

At this, Thorin rolled his eyes, and he shouted "Balin! Do you still have that contract?".

Over with the others, Lil noticed Bilbo a short distance away. But he ducked away when he realized she had looked in his direction. She chuckled to herself, thinking how funny 'hobbits' were.


	3. The Orcs

**Chapter 3: The Orcs**

It wasn't too long after that Gandalf and Thorin led the rest of the company to a cavern in the forest, presumably where the trolls had been hiding during the day. Barely a few feet away from the entrance, a horrible stench hit Bilbo's nose, making him reel with nausea. Holding his nose, he looked in as Gandalf, Thorin, Dwalin, Nori, Bofur, and Glóin stepped in. Flies buzzed around a cavern littered with cobwebs, bones, and other rotting things, the picture of death itself as far as he could tell.

He decided that, for the sake of his health, he would stay outside with the others, who busied themselves by investigating the artifacts lying around the mouth of the cavern. It wasn't until a short time afterwards that Gandalf reemerged from the cavern and bestowed upon him a small blade, apparently of Elvish make, telling him that "True courage is about knowing when not to take a life, but when to spare one.".

Those words hung in his mind as he distanced himself from the others and sat down on a flat stone. He then realized how exhausted he was after all that had happened the night before. If adventures were always like this, he thought, he hoped there would at least be SOME opportunity to get in some shuteye.

It was also at that moment that he realized that the air had become increasingly cold. He turned, and found that Lil herself had also chosen the exact same stone to sit on. He jumped in surprise, feeling a clash of joy and fear simultaneously.

"Oh, I am so sorry. I didn't... well you see I..." Bilbo stammered.

"No, it's alright. I don't mind." Lil said.

He sat back down, somewhat awkwardly this time, and struggled to think of what to say. His mind flashed through several opening lines, and yet each one seemed inadequate for the purposes. Should he say anything? What if he did say something and it offended her? Why did any of this matter to begin with?

Fortunately, Lil spoke before he could blunder over his words.

"I'm actually quite curious about something. Why are you here? How did you get involved in this?" Lil asked.

"As you might imagine, it was mostly Gandalf's fault." Bilbo replied. He then told her of how Gandalf had come to his doorstep offering adventure, his initial refusal, and of how twelve dwarves managed to invade his home, pillage his pantry, and came very close (in his opinion) to destroying his mother's valued china plates and cutlery. He then said "And yet, after all that, here I am. And the thing is that I'm not entirely sure why I'm here to begin with. Of course they need a burglar and all that, but I was so dead set on not going at all.".

"What changed your mind?" Lil asked.

"Well, the next day they were gone. And for some reason, they had left the contract on the table. Maybe it was my mother's side talking then, but I thought to myself 'When am I going to get another chance like this, to explore the world for once instead of reading about it?'. Next thing I know, I'm running out the front door, and here I am." Bilbo said.

"You're very brave for doing so." Lil remarked.

"Tell you the truth, I'm not sure 'brave' is the proper word." Bilbo joked.

Just then, there was a sound of foliage being crushed, and the cries of birds fleeing in terror at the sound of hoof beats quickly approaching. Everyone was suddenly on their feet, weapons bared, ready to greet the intruder.

A couple of rabbits with shaggy fur burst into the clearing, carrying on a sled that they were attached to was a small wild-looking man dressed in brown robes and wearing a hat that gave him the appearance of having large animal ears.

"Thieves! Fire! Murder!" the man shouted as the rabbits stopped a short distance away from Chuckie, Dil, Susie, and some of the dwarves. As soon as the rabbits stopped, the rider looked around, apparently as confused as much as everyone else. Gandalf, on the other hand, sighed in relief.

"Radagast! What are you doing here?" Gandalf asked.

Dismounting the sled, Radagast came up to Gandalf, whispering "I came looking for you! You have no idea how far I've been riding!".

"What on earth is the matter?" Gandalf asked.

"I will tell you! We must discuss this immediately." Radagast replied.

The two of them walked off a short distance, speaking in hushed voices so that the others wouldn't hear.

Lil leaned over to Bilbo and she asked "Who was that?".

It took Bilbo a moment, but then he remembered the last time he had heard the name before and he said "Oh, erm, Radagast the Brown, I think he's called. Apparently, he's a wizard like Gandalf.".

"Is he a great wizard, or is he..." Lil asked.

"Apparently, Gandalf thinks so, but I'm not too sure myself. Whatever he's here for, it must be important." Bilbo mused.

Bofur, leaning against a large moss covered stone, then spoke up "Whatever it is, I hope it's not to add another member to the company.".

Before they knew it, the two wizards had returned, with Gandalf putting something away in the fold of his robes.

"I'm telling you Gandalf, we can't let this go unnoticed for long. I cannot stand and watch the Greenwood suffer like this." Radagast was saying.

But before Gandalf could respond, there was a noise like a deep, guttural howl in the forest that set everyone's hair on end.

Bilbo looked around, confused and he asked "Was that a wolf? Are there wolves out there?".

He then saw Peter, whose eyes had grown wide with realization and he whispered "I know that sound.".

At the sound of a snapping twig and a harsh growl, the two of them twisted around to see a massive dog-like beast clothed in dark grey fur and bearing a massive head filled with dagger-like teeth and glaring at them with blazing orange eyes. It roared as it leaped into the air towards them with malicious intent, only to find itself burned by a massive ball of fire that for all intents and purposes had come out of nowhere. Bilbo turned to see Peter with his arm stretched out and an dark glare emanating from his narrowed brown eyes. It both intimidated him and fascinated him at the same time.

Another wolf-beast came from behind and it charged at Thorin. But it was felled by an arrow from Kili, and put out of its misery by a swing of Dwalin's axe.

"Warg scouts, which means an orc pack is not far behind." Thorin concluded.

"Orc pack?" Bilbo asked in disbelief. Given what he had heard about orcs previously, he for one was not eager to run into a whole group of them.

"Who did you tell about your quest, beyond your kin?" Gandalf demanded of Thorin.

"No one." Thorin said.

"WHO DID YOU TELL?" Gandalf demanded again.

"No one, I swear! What is going on?" Thorin asked.

"You are being hunted." Peter declared solemnly.

At the sound of this, the dwarves clutched their respective weapons tighter than Bilbo had seen them do before. More roars echoed in the distance as Ori and Bifur returned to the group.

"The ponies! They've bolted!" Ori said.

Bilbo couldn't help but roll his eyes. After all the hard work he did to save them.

"I'll draw them off!" Radagast offered.

"These are Gundabad wargs. They will outrun you!" Gandalf protested.

"These are Rhosgobel Rabbits!" Radagast replied. He then said "I'd like to see them try.".

We're going to need more than that." Phil said while stepping forward, his voice taking on a tone of seriousness all its own. He then said "If you want to survive.".

* * *

The wargs and orcs outside and within the forest felt their blackened hearts freeze in terror at the sight of a huge black fog rushing through the forest and blocking out the sun above. It washed over them like a wave of the sea, bathing them in hot, unnatural heat.

"What sorcery is this?" their leader growled in Orkish.

Just then, a couple of wild-looking rabbits attached to a sled and it's rider burst out of the foliage, distracting the wargs and orcs. He led them off, while another group slid silently into the fog, unnoticed.

Phil made it so that a good twenty or thirty feet around them was visible, allowing them to follow Gandalf with ease as he led them all past huge stones and boulders that stood like silent witnesses to their plight and over the rugged hills of this part of the country. The wizard seemed to know all too well where it was they were going. While Bilbo would have had to admit that the fog idea was clever, he also had to admit that he was slightly more afraid than before. The howling of the wargs and the battle cries of the orcs seemed to come from everywhere, and yet the owners were nowhere to be seen. Their enemies were as invisible to them as they were to their enemies.

Turning a corner, the company halted as the visible silhouettes of Radagast and the rabbits rode by in the distance, followed closely by a large number of wargs, both mounted and bare-backed. Seeing they were in no danger of exposure, Gandalf urged them on to another rock, where they caught their breath as the howling slowly died away... only to be replaced by deep panting and the clacking of claws on rock up above them.

Thorin motioned to Kili, who nodded and drew an arrow from his quiver. But then, Lil placed her hand on the young dwarf's shoulder, shaking her head. Bilbo watched as she placed her hand on the stone. A line of frost erupted, and trailed upwards towards the unseen enemy, slowly growing in size as it climbed over the stone. Bilbo peered upward to see the orc and his ride peering around from their perch, only to be taken by surprise as razor sharp icicles burst towards them. However, they missed their mark, and the hunters leaped off the rock, only to be set upon by the dwarves and their weaponry. Try as they might to kill them off quickly and silently, though, the two creatures howled to their dying breath.

It was only after the job was finished, though, that the company noticed that the air around them had become silent. Then, an orc voice shouted a command, and the howling started again.

"They know where we are!" Chuckie whispered.

"Move! Run!" Gandalf shouted.

And with that, they all took off, as the howling came closer and closer.

* * *

The wizard led them to a part of the land where trees grew in sparse numbers. Now the howling seemed to come from all around. Were they surrounded? Just then, Phil tripped and fell, falling behind. Bilbo rushed back to help him.

"Are you alright?" Bilbo asked.

"I'm fine." Phil said as he helped him back onto his feet.

It was then that Bilbo noticed that the fog around them had started to thin. Now the shapes of the wargs and their orc riders became visible to them.

"Phil, your fog!" Bilbo shouted.

"There's no time! We have to keep moving!" Phil said.

They rejoined the group near an outcropping of rocks. Kili did his best to shoot down as many as he could and Angelica slashed as many as she could with her claws, but the number of orcs and wargs only seemed to increase from all sides. Bilbo noticed then that Gandalf was nowhere to be seen. Had he abandoned them?

"Hold your ground!" Thorin shouted, and they all gathered into a ring, ready to take on the approaching enemy. But then Gandalf popped up from the rock behind them.

"This way, you fools!" Gandalf shouted.

Seeing where he had gone, the company followed, discovering a cavern in the ground and Gandalf at the bottom of it. They started to slide down, Bilbo coming in at second, as Thorin and Peter stood at the entrance, fending off wargs that got too close. When everyone else was in, Thorin himself jumped in. Peter was the last to come down, and as soon as he did, Kimi sealed off the entrance with a forcefield.

A horn sounded off above them, muffled by the forcefield. The sounds of battle closely followed and they could hear the sound of hoof beats drumming the ground, followed by shrieks and yelps. The body of an orc fell through and landed on the forcefield, turning the light that flowed through a deep red with its blood. The broken shaft of an arrow could be seen sticking out of the neck.

Just as quickly as it had come, the sound of the victors seemed to die away.

"What was that?" Bilbo asked.

"More importantly, are we going to be able to get out of this hole?" Tommy asked.

Just then, Dwalin, who was further down in the cave, shouted out "There's a pathway, but I cannot see where it leads! Do we follow it or no?".

"Follow it, of course!" Bofur said.

Soon the company was following close behind.

"I think that would be wise." Gandalf said quietly, and with what Bilbo could only assume was a sense of accomplishment.

The path led them through narrow, winding passages in the rock, while sunlight streamed down from a narrow crack up above, illuminating their way. To Bilbo's relief, there was an escape. They exited into a place where a small stream trickled down the rocks in a waterfall. Coming out, his jaw dropped at the most beautiful thing he had seen thus far. Beautiful white buildings of elegant architecture wreathed in thick trees and perched upon waterfall-spouting rocks against the side of a massive alabaster gorge, with a river flowing gently into the east.

"The Valley of Imladris. In the common tongue, it is known by another name." Gandalf declared.

The word came to Bilbo instantly.

"Rivendell." Bilbo whispered, overtaken by its beauty. As were The Rugrats, who marveled at the sight of it

"Here lies the last homely house east of the sea." Gandalf continued.

Thorin, on the other hand, was not so entranced.

"This was your plan all along. To seek refuge with our enemies." Thorin accused Gandalf.

The Rugrats heard this and looked with confusion. Bilbo did as well.

"You have no enemies here, Thorin Oakenshield. The only ill will to be found in this valley is that which you bring yourself." Gandalf said.

"Do you think the elves will give our quest their blessing? They will try to stop us." Thorin said.

Susie looked up in surprise.

"Elves? There are elves here?" Susie asked.

It was truly strange to Bilbo that she would ask this. Most everyone knew of the elves of Rivendell.

"Yes, of course. And we have questions that only they can answer. If we are to be successful, we must approach them with tact and respect, and no small degree of charm. Which is why you will leave the talking to me." Gandalf said, seemingly to both her and Thorin.

As the group started their way down, Bilbo whispered to Susie "You don't know about elves?".

"I don't think I've ever met one." Susie said. She then asked "Have you?".

"No. But I'm definitely looking forward to meeting them." Bilbo responded.


	4. Rivendell

**Chapter 4: Rivendell**

It was incredibly difficult for The Rugrats to come up with enough words to describe their feelings when entering Rivendell. As they descended down the path from the pass, they gazed around in silent wonder at the ancient, yet elegant beauty of the place, unlike anything they had seen before. It was as if Heaven had left a present to earth. Crossing a stone bridge over a rolling stream, the company entered and gathered in a circular pavilion. For a moment, Lil noticed that Bilbo had fallen behind because he had paused for a moment at the entrance, gazing in wonder at everything around them. She didn't blame him at all, having been entranced herself.

"Mithrandir." a voice spoke.

Gandalf turned, and seemed to recognize the owner.

"Ah, Lindir!" Gandalf said.

The Rugrats turned to see a black haired man cloaked in dark colors descending the staircase in front of them, giving a friendly gesture to Gandalf, who moved forward to speak with him. They noticed an unearthly beauty about him.

"An angel?" Kimi asked quietly.

At the sound of this, the closest dwarves to her turned and gave her a funny look, as if she had gone insane.

"Angel?" Balin asked. He then said "Hardly. That's an elf, miss.".

"Aye, they're not a race to be trusted. Just ask Thorin." Glóin concurred.

Kili leaned closer to Kimi and whispered "Just between you and me, I don't blame you for thinking that. Not that I fancy them, mind you.".

Just then, there was the sound of a horn blast behind them, a very familiar sounding horn blast. The Rugrats turned with the others to see a large cavalry of riders dressed in armor and wielding spears and flags approaching very swiftly. Almost immediately, Thorin shouted something in Dwarvish, and The Rugrats found themselves pulled into the center the group. As the horsemen came in, they started riding around the ring in circles, while the dwarves growled and grimaced, brandishing their weapons and baring their teeth, ready to go into battle. But then, almost as soon as it had happened, it was over. The riders ceased their circling, though the dwarves still remained wary.

One elf with long dark hair, armored in mahogany-colored armor and astride a black horse, came forward.

"Gandalf!" the elf said.

"Lord Elrond!" Gandalf greeted him, clearly relieved at his presence.

The two then spoke to each other in a language that The Rugrats did not understand as Elrond dismounted and greeted Gandalf with a light embrace. He then held up a crude-looking weapon, something they recognized as being carried by one of the orcs from earlier.

"Strange for orcs to come so close to our borders." the Elf Lord remarked, while he handed the weapon to Lindir. He then said "Something, or someone, has drawn them near.".

"Well, that may have been us." Gandalf replied, motioning to the rest of the company.

Thorin stepped forward, calmly but cautiously. The Elf Lord seemed to recognize him.

"Welcome, Thorin Oakenshield, son of Thráin," Elrond greeted him.

"I do not believe we have met." Thorin replied.

"You have your grandfather's bearings. I knew Thrór when he ruled under the Mountain." Elrond explained.

"Indeed. He made no mention of you." Thorin said.

Elrond then turned back to Gandalf and he said "Stranger still, is the fog that came with the orcs. I can't imagine that you were responsible for that as well.".

Phil stepped forward and he said "Actually, that was me.".

The Elf seemed more fascinated than surprised.

"Welcome..." Elrond started.

"Phillip Deville. I come from a town called Modesto in a place called The United States of America." Phil said.

"I have not heard of such a realm before." Elrond remarked.

"It's... fairly distant. I wouldn't be surprised." Phil said.

Elrond then said something in that strange foreign tongue of his. Whether or not it was a complement, The Rugrats could not say.

"What does he say? Does he offer us INSULT?" Glóin growled.

The other dwarves yelled out at the perceived slur.

"No, Master Glóin. He is offering you food." Gandalf assured.

After a moment of brief deliberation amongst themselves, the dwarves turned back, looking somewhat more pleased, with Glóin himself replying "In that case, lead on.".

* * *

Dinner, it turned out, was a fairly pleasant experience. Peter was offered up a seat alongside Thorin and Gandalf at the head table with Elrond. He listened intently as Elrond looked over the swords that Gandalf and Thorin had claimed from the Troll-hoard and described their history, and was lulled by the harps and flutes of the elven musicians.

The rest of the evening went on quite pleasantly, right up until Bofur decided to 'liven up' the meal with a raucous drinking song, and the resulting flurry of flying food that followed.

After dinner, Lil was led by Lindir to her own private room, whereas the rest of the company elected to stay elsewhere.

"This room, previously belonged to Arwen, Lord Elrond's daughter" Lindir explained.

"And where is she?" Lil asked.

"Staying with relations in Lothlorien for the time being." Lindir answered.

"It's very kind of Lord Elrond to offer this to me." Lil mused. She then said "Please send to him my compliments and gratitude.".

The elf bowed politely as he made his way out the door. Once he was gone, Lil took a moment to take a big sigh of relief and collapse on the huge, soft bed. She then got up onto her feet and she walked toward the balcony and looked over the valley, bathed in the soft light of a crescent moon. Her eyes wandered to an outcropping of rock a good distance away, veiled by the spray of several waterfalls. She could see at least six figures standing before a large slab of white crystal. Elrond, Gandalf, Peter, Thorin, Balin, and even Bilbo were there. But why?

Then, the clouds unveiled the crescent moon, allowing it's beams to fall upon the crystal and causing it to glow with an unearthly beauty. But still, the question remained. Why? Did it have to do with the "questions that need answering"?

* * *

The next morning, Lil went to search for Bilbo. For some reason, she felt comfortable discussing such things with him. She found him wandering around outside through the gardens, already in a pleasant state, which only seemed to increase when she came. Upon inquiry, the hobbit explained that Peter and Gandalf were off discussing things with Lord Elrond, while the dwarves and the other Rugrats were still busy eating breakfast. He then told her the events of the night before.

"Well, Gandalf has this map that shows a hidden passage where we can get inside the mountain. The thing is that neither he, nor any of the dwarves, could read the writing on it, which seemed strange to me. I mean they are dwarves, so they should be able to read their own language. But that's beside the point, so we had to take it to Elrond. He found these moon runes on it, which can only be read on the same night and under the same shape of moon they were written." Bilbo explained.

"And what did they say?" Lil asked.

"Apparently, we have to find a place where this thrush is supposed to knock on the last day of autumn, and the first moon of winter." Bilbo said.

"Then we don't have very much time then, do we?" Lil asked.

"No, and I don't like to think very much about it." Bilbo admitted. He then said "To tell you the truth, that's also why I stepped out here. To get my mind off of things for a while.".

"Do you mind if I join you?" Lil asked.

"Not at all." Bilbo said.

The rest of their day was spent wandering the halls and gardens of Rivendell, taking in the scenery and all the works of art that it had to offer. Over time, Bilbo came to tell her of the Shire, a land of rolling green hills and small streams, humble farms and fruitful fields, and of Bag End, the place that he called home. She in turn told him of Modesto.

They then came to a certain hall where there stood the statue of a woman holding in her hands a cloth cradling pieces of a broken sword. Across from it hung a painting where a human warrior swung a broken blade, possibly the same as the one on display, to strike the hand of a monstrous figure in black, skeletal armor. While beautiful and masterfully done, it only held Lil's interest for a few moments before she felt compelled to move on, only to realize that Bilbo did not follow. She turned to see his gaze fixated on the hand of the dark one. On closer inspection, a golden ring could be seen on one of the dark one's fingers.

"Bilbo?" Lil asked.

The sound of her voice seemed to shake him out of his trance.

"Sorry. Don't know what got over me." Bilbo said.

They then found a balcony overlooking the valley again, as the golden light of the sun shone in the afternoon sky. They stood there for a long time, watching as the sun went its course in the sky. Eventually, Bilbo said that he was going to check on something and left her alone, probably something that she needed at the moment.

It wasn't long after he left, however, that Lil was joined by someone else.

"Not with your companions?" the Elf Lord asked.

"Lord Elrond!" Lil exclaimed. She then said "I just... forgive me. I was not expecting anyone.".

"It's quite alright. I understand your desire for solitude." Elrond said. He then added, "I would imagine it to be very lonesome, being someone in a world not of your birth.".

Lil looked over at him again in shock and surprise and she asked "How did you know?".

"Exerting one's will over the powers of ice and snow itself is a strange and beautiful power not found in Middle Earth. This is a magic that I have not felt before. Your presence is also not of this world, and yet not of the next. I suspected it the moment you arrived here." Elrond explained. He then said "However, I am curious as to how you managed to come to Middle Earth.".

After a moment, Lil went on to tell him of how she had gotten her powers and how The Watcher Of Dreams had sent her and the other Rugrats to Middle Earth. As she told her tale, he nodded knowingly and analytically. At last, he spoke, saying "In the five thousand years that I have walked this earth, I have heard rumors of gateways to worlds other than our own.".

"Little wonder that they were rumors, then." Lil responded. She then said "I can't imagine that these 'gateways' were used very often.".

"Perhaps." Elrond said. He then said "However, the fact that you are here is testimony to the fact of their existence. However, these rumors also held that these gateways could only be opened by rare powerful gems.".

"Then, if someone has the gems..." Lil started to say.

"Then they can travel through the worlds with ease." Elrond said.

Lil allowed this to sink in for a moment.

"Well, I would think that no one would know where these gems would be, given how valuable they are." Lil said.

Elrond nodded and he said "That's what I thought. It's probably better that way.".


	5. Goblin Town

**Chapter 5: Goblin Town**

It had only been a few hours ago that they had left Rivendell.

Lil, after her conversation with Elrond, had returned to her guest room. That period had been brief, however, when one of the dwarves knocked on her door, informing her that the company was leaving right then and there, much to her surprise and great reluctance. What made it even stranger was that Gandalf and Peter were not coming with them, though she had been informed that they would catch up with them later on. Still, it seemed very strange to her for the company to leave them so abruptly. What were they doing, anyway?

Thorin, at the head of the group, barked out "Be on your guard! We're about to step over the edge of the wild.".

He, out of all of them, seemed to be the most eager to depart. Bilbo, a little further ahead of her, took a moment to look back at the elven dwelling. Lil saw in his eyes a sad longing for a taste of what they had experienced, up until the moment Thorin's words compelled him on again. Lil managed to catch up with him, and when the other dwarves and the other Rugrats couldn't hear them, whispered "Are you alright?".

"Oh, fine, fine. It's just... that was the closest I've ever been to home." Bilbo said.

Lil nodded understandably.

And thus, their journey continued. Thorin and Balin led the way towards the Misty Mountains that, as they stepped closer and closer, seemed to become more and more massive and threatening. Over the course of the passing days, the landscape around them became harsher and more uninviting, changing from soft green forests to rugged hills of dry brush. Further on, even the vegetation disappeared as they came upon the mountainside itself. Here, stone and snow held sway in the windswept landscape. The cold did not affect Lil in this harsh land, but she could see that the others, even in their coats and furs, shivered when a chill breeze swept through. Her heart yearned for some way to comfort them.

The further they went, the more brutal the weather seemed to become, culminating in a furious thunderstorm that rumbled above while raining down and making the thin path of rock slick and slippery beneath their feat one dark and fearsome night. All in all, it was probably the worst time and place to be outside. The company stuck as closely to the face of the cliff as much as possible, shielding their faces from the wind and rain.

"Miss Lil, you seem to have a knack for meteorological talents! Could you do something about this tempest?" Dori called out from behind.

"If by that, you mean turn it into a blizzard and make it worse, then I'd probably be able to do that! But I don't think it would be prudent to our cause!" Lil shouted back.

Just then, the stone beneath her feet crumbled away, and Lil found herself staring down at a hundred mile drop, restrained only by the hands of Tommy, Susie, and the dwarves closest to her. She was graciously pulled back onto the path, heaving a sigh of relief.

"We must find shelter!" Angelica shouted up ahead, as the storm roared overhead with a flash of lightning.

Suddenly, there was a huge blast overhead, and everyone ducked for cover as a shower of rocks and boulders came pouring down the cliff. Motivated by the desire to stay alive, the company began to hasten their way down the path, only for more and more stones to come hurtling down their way, some even managing to obliterate what might've been decent footholds. Half of the group managed to get further ahead than the one Lil, Chuckie, and Thorin were in. In the midst of all the chaos, Lil couldn't help but wonder if they had been caught in the middle of a battle between giants.

As if to answer her question, the lightning flashed, briefly revealing the silhouette of a massive figure in the distance, about to hurl an equally massive stone towards them. Or more specifically, the half of the group where Bilbo was.

She gasped as the boulder smashed into the cliff face above them, shattering it into huge chunks that came rolling down in a huge avalanche, blocking them from view. When it had parted, they were nowhere to be seen.

Thorin voiced Lil's thoughts as he charged ahead, and Lil, Chuckie, and the other dwarves were right behind him. Turning the corner, they were all relieved to find their companions all in a pile, safe and sound and getting back on their feet, heaving after what was surely a near death experience.

But then Lil noticed that one of them was missing.

"Where's Bilbo? Where is our hobbit?" Lil asked.

A yell below answered her question. The hobbit was hanging off the side of the cliff, clinging on to the rock for dear life. He slipped, and Lil moved forward, clasping his hand in hers. With all her strength, she started to hoist... but then Bilbo started shouting in pain. She felt his hand turn cold in hers, and at the shock her grip loosened. He fell, but managed to grasp onto another ledge below.

Thorin himself jumped down to a nearby ledge, grabbed Bilbo by the back, and hoist the hobbit back towards the hands of the others, himself coming back up with the help of Dwalin and Chuckie. Once he was back in safety, Lil went straight to Bilbo.

"Are you alright? Your hand... I'm so sorry... " Lil asked.

Don't worry about me. I'm fine, and so's my hand." Bilbo assured her.

In huge sighs of relief, Dil said "I thought we had lost our burglar.".

"He's been lost! Ever since he left home. He should never have come. He has no place amongst us." Thorin said.

The words, though not directed at her, hit Lil with as much force as they must have hit Bilbo, and she felt as though they applied to her as well.

Fortunately, Thorin discovered a small cave in the cliff wall, and almost in an instant, everyone managed to get inside, grateful to be someplace where, at the very least, they could avoid getting any wetter than they already were. Phil managed to dry off the fastest by warming the rainwater on his skin and drying himself off. He did the same for everyone else, which left them far drier than before. It was decided then that they would stay there until dawn, but no fire would be lit, out of concern of what other dangers might dwell nearby.

* * *

Later, Lil was taking first watch.

As she did, she heard the sound of bags being closed, the rustling of cloth, and footsteps padding their way across stone and sand. Turning herself around, she saw the shape of a very small person tiptoeing his way over the sleeping forms of dwarves.

"Bilbo! What are you doing? Where are you going?" Lil whispered.

Bilbo turned to her, very solemnly and he answered "Back to Rivendell.".

Getting onto her feet, Lil made her way over to him, saying "You can't quit! Not now!".

"What difference would it make?" Bilbo responded. He then said "Thorin was right! I shouldn't have come out here to begin with.".

"That's not something the Bilbo I first met would say." Lil said.

"No, that wasn't me. That was a Took talking. I'm not a Took, I'm just a Baggins. I should never have run out my door." Bilbo said.

Lil knelt down to his eye level, and grasped his arms and said "You listen to me, Bilbo Baggins. You're needed here! You are a part of this company.".

"No, Lil, I'm not. I'm not a dwarf. I'm not even a burglar. I feel more like a spare wheel than anything else, and you have no idea what that feels like!" Bilbo said.

"Actually, you're wrong! I do." Lil admitted.

"Are you joking? You're the most useful out of all of us!" Bilbo asked.

"I've seen the way that Thorin looks at me, the way he looked at me, my brother, and my friends before I joined this quest. And ever since then, it makes me feel very much like a spare wheel." Lil said.

"Well, at least you can handle yourself. I'm just not used to this kind of life, running around, always on the road, never settling down, not belonging anywhere!" Bilbo stated.

Those last notes struck a chord with Lil. She remembered what Elrond had said to her back in Rivendell. He had spoken of being lonesome in a world you weren't born in and suddenly she felt more alone than ever before.

Bilbo saw the look on her face.

"I'm so sorry, I didn't..." Bilbo said.

"No, you're right." Lil said quietly. Looking back at the sleeping dwarves, she added "At least they had a home, once.".

There was a moment of pained silence in that cavern between them. Then Bilbo clasped Lil's hands into his own and he said "Come with me. Come with me back to Rivendell, maybe even back to Bag End.".

"What?" Lil asked.

"Neither of us belongs here, and I realize what you mean. We can leave together, and put this whole mess behind us. I doubt that anyone would notice we were gone." Bilbo said.

Lil's emotions were swirling like a whirlpool inside of her. This offer had come out of nowhere for her. On one hand, she didn't want to abandon Thorin and the company, but on the other hand... she thought of how Bilbo had described the Shire, and the images rolled by in her mind. She thought of peace and quiet.

"Bilbo, I..." Lil started to say. She then looked down and she asked "What's that?".

She had noticed a light emanating from Bilbo's scabbard. He drew out the blade by the handle, showing that the blade of his sword glowed a bright blue in the dark.

"Oh, that? Gandalf said that it would glow like that when..." Bilbo started to explain, but then paused, a look of fear coming over his face.

Suddenly, a sound like a huge rumbling crack shook the floor beneath them, waking up the dwarves and catching the attention of The Rugrats. Then, it disappeared, and Lil was tumbling down a huge tunnel, losing orientation as she slid down the walls and into the air, until at last she found herself lying on top of a pile of dwarves and The Rugrats. Pulling herself together, she saw that they had landed in some sort of large basket above a massive chasm, lit by the flames of torches and lanterns lining a wooden plank bridge running from their basket to a pathway carved out of stone... where a horde of horrible screeching creatures were coming straight at them. Brandishing hideous weapons, they seemed to her some especially degenerate form of orc, their bodies twisted and malformed, with pale skins riddled with sores and lesions, mouths lined with diseased and broken teeth, and eyes that glared with hatred and malice.

Instinctively, Lil leapt off of the pile and raised a barricade of razor sharp icicles, halting most of the heathenish creatures in their path, some were unfortunate enough to run themselves through. Also, Phil formed a wall of fire between the creatures and the dwarves and The Rugrats.

But then, something hit them hard in the back, throwing them to the floor. Lil and Phil felt cold, grimy hands tie theirs together, and they saw as larger creatures used their clubs to smash their way through Lil's barricade and use water to extinguish their way through Phil's barricade. Foul-tasting gags were forced into their mouths, and foul-smelling sacks were forced over their heads, blinding them to what was going on around them. They felt themselves being raised to their feet and forced to walk amidst a cacophony of screeches and growls. They could also hear the protests of the dwarves and the other Rugrats as they went along. With their heads stuck in those bags, Lil and Phil were lost and confused as the sounds around them changed. Constant were the dwarves and The Rugrats and their refusal to back down, but their enemies cries seemed to multiply as they went, and became accompanied by wretched noises attempting to be a grating imitation of music. At last, they heard the sounds of something coughing and gurgling... something big.

Forced onto their knees, the bags were taken away from their heads, and they could see again. But they weren't sure that they even wanted to. Sitting on a tall throne with a pile of hapless creatures as his footstool was easily the biggest and foulest of them all. A corpulent beast with innumerable sores and lesions across its body that easily towered above them all. On its scalp was a crown topped with teeth, bones and claws, and in its gnarled hand it held a staff topped with the skull of some horrendous horned beast and tipped with razor sharp prongs. The sight, along with the gags, was almost enough to make them retch.

"Welcome to Goblin Town, ladies and gentlemen! Don't expect to get out alive or intact anytime soon." the huge creature bellowed.

Lil looked around, and saw that the dwarves and The Rugrats were with her, but they were all surrounded by legions of these goblin creatures. Beyond that, the cavern they were now in was massively huge, with the walls lined with wooden shacks and such. High above them, a chandelier made out of a wagon wheel hung precariously above, lighting the place in golden light.

The subservient goblins, having taken their weapons, piled them onto the floor before what she could only assume to be their king.

"Who would be so bold as to come ARMED into MY kingdom? Spies? Thieves? Assassins?" the Goblin King demanded upon seeing all the swords and axes.

"Dwarves, your malevolence." one of the smaller goblins answered.

"And they've got a couple of freaks with them!" another shouted, pointing at Tommy, Chuckie, Lil, Phil, Angelica, Susie, Dil, and Kimi and sending the vile crowd into a riot.

"How do you know they're freaks?" the Goblin King questioned.

"Well, the brunette female turned me into a NEWT!" one really small goblin squealed.

"A newt?" another goblin asked.

Silence hung in the air for a moment as everyone looked at that particular goblin questionably. He then whimpered "I got better.".

The Goblin King, after giving the small goblin a foul look, then turned his attention to the dwarves and The Rugrats.

"What are you doing in these parts?" the Goblin King asked.

Thorin started to step forward, but then Oin halted him.

"Don't worry boys, I'll handle this." Oin said as he came to the front.

"No tricks! I want the truth! Once and all." the Goblin King demanded.

"You'll have to speak up, lad. Your boys flattened my trumpet." Oin requested, displaying his flattened hearing aid.

"I'll flatten more that YOUR TRUMPET!" the Goblin King shouted.

The Goblin King then started to charge towards them, ready to crush them with his mace. But then Dil came to the fore.

"If its information you want, I'm the one to talk to." Dil said. He then said "You see, we were on the road. Actually, it's not so much of a road as a path... actually it's not even that, come to think of it, it's more of a track. Anyway, point is, we were on the road like a path like a track, and then we weren't, which is a problem because we were supposed to be somewhere else, last Tuesday...". He started to waver in his alibi.

It was very clear to the dwarves and the other Rugrats that the Goblin King didn't believe a word of what Dil was saying.

"Visiting distant relations!" Susie added.

But before they could go on any further, the Goblin King roared a hideous roar, silencing them.

"If they will not talk, we'll make them SQUAWK!" the Goblin King shouted.

The entire crowd of goblins went into a wild frenzy at the thought of torture.

"Bring up the mangler! Bring up the bone-breaker!" the Goblin King said. He then pointed his crooked finger straight at Angelica and he said "Start with... the blonde haired girl with the claws!".

"WAIT!" Thorin shouted from behind.

The crowd became silent as the Dwarf King stepped forward to face the Goblin, who appeared to recognize him.

"Well, well, WELL!" the Goblin King said. The great fiend smiled and he said "Look who it is! Thorin, son of Thrain, son of Thrór.". He then displayed a mocking curtsy and he said "King under the mountain... oh, but I'm forgetting you don't HAVE a mountain, so you're not a king, which makes you... nobody really. But do you know what? I know someone who'd pay a pretty price for your head. Just the head, nothing attached. I do believe you know of whom I speak of, no? A certain pale orc, astride a white warg?".

Lil saw fear in Thorin's eyes at the goblin's words, followed by denial.

"The Defiler was destroyed! He was slain in battle long ago!" the Dwarf King insisted.

"So you think his defiling days are done, do ya?" the Goblin King asked.

He then turned to an especially deformed looking goblin perched like a bird on a plank with long, claw-tipped fingers that it used as a writing utensil and he commanded him "Send word out to the Pale Orc! Tell him, I have found his prize.".

Lil mind was flooded with questions, but the most important one of all now was how they were going to get out of there.


	6. The Escape

**Chapter 6: The Escape**

Time passed, and things only seemed to get worse for the company. While the goblins continued their taunting and tormenting, their leader had started singing a horrible song of torture and misery, right as they began rolling out huge contraptions with a painfully obvious purpose. All this time, Kimi's mind was racing for a way to fight back, and her heart was beating right along with it. All she knew was that she did NOT want to die here, not in this wretched hell, gagged and bounded.

Wanting no more of this, Kimi gradually slid her hands out of the bonds and in a flash started shooting out forcefields at as many goblins as she could before they could attack. But then one of the goblins lassoed her by the hand and pulled her off of her feet and onto her back, and several more arrived to pin her down.

The Goblin King, meanwhile, seemed very impressed and he growled "Well, it seems that we DO have a freak on our hands!". He then lurched to lean over her, leering cruelly and he said "But unfortunately, your powers won't save you. And neither will your little friends!".

The dwarves and The Rugrats, especially Chuckie, fought to break free of their captors, shouting out "Leave her alone!".

The Goblin King, however, smiled disdainfully at them. He leaned in close to Kimi, close enough for her to smell the foul reek of his breath and he asked her quietly "You think they care about you, hm? Do you think they believe you to be their friend? No, dear girl, to them you are only a tool, a means to an end. And like any tool, they will toss you aside once you have served your purpose.".

Kimi, being gagged, couldn't speak, so her thoughts went unanswered.

_"No, that's not true!"_ Kimi thought.

Surely this fiend was lying... right?

The great cretin then spoke to his minions "Let us demonstrate what happens when someone trusts a dwarf! Bring me Oakenshield's sword!".

One of the goblins gleefully retrieved Thorin's sword from the pile, cackling as he went. But that changed when, out of curiosity, the goblin partially unsheathed the blade. Upon seeing the inscription upon the metal and its blue glow, he screeched and tossed it onto the floor as if it were diseased. All of the other goblins retreated back in fear of the weapon. Even the Goblin King himself clambered onto his throne, cowering at the sight of it.

"I know that sword! It is the Goblin-Cleaver, the Biter, the Blade that sliced a thousand necks!" the Goblin King wailed. He then shouted "Slash them! Beat them! Kill them all!".

Upon his word, the goblins set upon the dwarves and The Rugrats with their whips and blades, rending the air with the noise of their anger and hatred. Thorin himself was thrown down onto the floor right next to Kimi.

"CUT OFF HIS HEAD!" the Goblin King roared.

Just then, there was a burst of an invisible force that knocked everyone, even the Great Goblin, off of their feet, and destroyed the torture machines, sending them flying off of the track. All was darkness for a moment, but then the torches and candles regained their flames, showing 2 figures approaching. As the light grew stronger, they revealed them to be none other than Gandalf and Peter, two people that The Rugrats and the dwarves couldn't have been more glad to see.

"Take up arms. Fight. FIGHT!" Gandalf said.

Compelled by his words, Kimi leapt onto her feet, ripped the gag out of her mouth, and went all out on the goblins, unleashing forcefields onto them like never before. Peter and Gandalf came to her side. Peter used his telekinesis, and his ice, fire, and electric powers to fight the goblins and Gandalf hacked and slashed at the goblins that came their way with his sword. The Rugrats and the dwarves were just as fast. The Rugrats used their powers to fight the goblins and the dwarves clambered past the goblins, retrieving their weapons, and engaging the fiends in battle.

"Our apologies for arriving so late." Gandalf said as he ran a goblin through with his sword.

"Can we just focus on getting out of here alive?" Kimi replied.

On seeing Gandalf's weapon, the Goblin King wailed where he lay "He wields the Foe-Hammer, the Beater, bright as daylight!".

Goblins seemed to come from all sides, making it hard for Kimi to direct her attacks, which would've proven fatal had the other dwarves and the other Rugrats not come to her aid. The Goblin King, meanwhile, got onto his feet and raised his mace to smash Thorin. But the Dwarf King raised Orcrist in defense and upon their weapons meeting, the force somehow sent the brute reeling back, and over the edge of the platform.

Lil managed to send a huge blast of ice and frost, freezing their enemies in place. But still more came like a relentless wave.

Peter unleashed The Mystical Wail and a large group of Goblins that he had been fighting were thrown off of the platform in which they were on. He then shouted "Follow me and Gandalf! Quickly!".

The company did as he said. Peter and Gandalf led them away to a doorway, which in turn led to a long wooden bridge running through a vast network of bridges and shacks, crawling across the jagged rocks and over the pit of the chasm, with hundreds of goblins coming in from the front, and from behind.

The group fought hard and bitter to fend off the goblin attackers, who now came from above and from below. Several times, Peter had to raise an ice shield to protect him and the others from flying arrows.

"Where are we going?" Angelica asked Gandalf as she slashed at a goblin attempting to attack her.

"There's an exit down below. If we get there on time, we'll be protected by the daylight. Goblins cannot stand to move in the light of the sun." the wizard explained. He then sliced off the head of an approaching attacker.

"Assuming we can move fast enough! There's just too many of them! We won't make it in time!" Dwalin shouted from up ahead.

Lil, out of nowhere, then found herself an idea.

"Yes we can!" Lil said.

She instructed the others to cover her. Moving to the edge, Lil began to conjure up an icy slide that went over the edge and down, down, down into the chasm where Gandalf had indicated. She jumped on, and at her word, so did everyone else, sending them down the chute at high speed.

Lil continued to conjure up more ice as they went, directing the slide around and away from danger. But it was kind of hard to do so when the world seemed to go by a mile a minute and the wind filled her ears with its roar. Behind her, Gandalf, the dwarves, and the other Rugrats whooped and hollered at the occasional hard turns and sheer drops, while at the same time managing to fend off goblin arrows, daggers, and even goblins who attempted to swing on using ropes. Down they went, further and further, deeper and deeper into the chasm.

"We're almost there!" Gandalf shouted.

Just as they were about to cross over one bridge, their slide suddenly burst into pieces up ahead, destroyed by the Goblin King's mace. Lil was forced to jump and create a pile of snow for her and the others to land in, flying right over the head of the brute, who guffawed at their less than graceful landing. Soon, there was a whole army of goblins on either end of the bridge, forcing them to face their repugnant leader. Lil started to get up, but Gandalf held her back, giving her a look saying "I'll handle this.".

The Goblin King growled at the wizard "You thought you could escape me?".

Gandalf only barely dodged being crushed by the swing of the Great Goblin's mace.

"What are you going to do NOW, wizard?" the Goblin King challenged.

Gandalf responded by jabbing his staff into the eye of the brute, and then by slicing open his gut.

"That'll do it," were the Goblin King's last words, before Gandalf cut his neck. The huge body of the evil creature then came falling down like a great tree onto the bridge, sending a shuddering THUD through the woodwork.

Then, to everyone's horror, there was an ominous snap below them, and the bridge, as well as two lower platforms, beneath the feet of the company was sent tumbling further down the chasm, smashing through shacks and pathways as it went. During the descent, Peter saw the cavern floor fast approaching. Thinking fast, he sent forth a blanket of snow, and shouted "Everyone, jump!".

To his surprise, everyone did. To his further surprise, everyone managed to land safely in the deep powder, while the remains of the bridge came to a shattered end.

Clambering out, the dwarves and The Rugrats gratefully shook the snow out, while struggling to regain their foothold after such a great fall. But then the sound of a thousand angry goblins descending the stone walls drew away their attention. Lil looked up and she raised her hands, ready to send deadly ice their way, but Gandalf grabbed and pulled them down and he said "The exit is just ahead. Come on!".

Running as quickly and carefully as they could, the company followed him into a narrow dark narrow tunnel. But Kimi took a moment to seal off the entrance with a forcefield before rejoining them in their flight. Even in escape, the winding tunnel seemed to go on forever, with innumerable twists and turns.

Kimi wondered if they were ever going to get out of there. But then, there was light. Blessed, beautiful light! At long last!

Following the dwarves and the other Rugrats, Kimi stepped out into the warm, blinding sunlight, basking in its rays. She never thought she'd be so happy to see the light of day again. But her rejoicing would have to wait. Gandalf urged them all to keep running down a steep mountain slope of sparse forest, until they were clear out of the cavern's range. Only then were they allowed to rest, and Kimi took that opportunity gladly, sitting down on a stone and catching her breath.

It was a long time before anyone spoke. Then Gandalf, who had been taking a head count, broke the silence.

"Where's Bilbo? Where is our hobbit?" Gandalf asked.

The words hit Lil like a dagger. She looked around, but Bilbo was nowhere to be seen. The other dwarves and the other Rugrats looked around as well, finding nothing but the trees around them.

"Curse the Halfling! Now he's LOST?" Dwalin growled.

"I thought he was with Dori!" Glóin said.

"Don't blame me!" Dori said.

"Well, where did you last see him?" Peter questioned, clearly as desperate as Lil was feeling.

"I think I saw him slip away when they first cornered us." Chuckie reported.

At those words, Lil felt a sense of dread growing within her. She didn't want to believe it, but what other option was there, other than his death?

"Well, what happened exactly? Tell me!" Peter demanded.

"I'll tell you what happened." Thorin said. He then voiced exactly what Lil did not want to believe.

"Master Baggins saw his chance and he took it." Thorin said. He then turned and he asked "Isn't that right Lil?".

Suddenly, all eyes were on her, and she felt very small.

"He's thought of nothing but his soft bed and his warm hearth ever since he stepped out of his door. We will not be seeing our hobbit again! He is long gone!" Thorin continued.

Lil fell back onto the ground, her heart welling within her. Could it be true? Did Bilbo decide to return home after all? She just couldn't deal with the thought.

"No, he isn't." a voice said from behind.

They all turned to see Bilbo Baggins right there in the flesh, looking a little worse for wear and missing the buttons from his coat, but still fine. Lil's heart leapt with joy at the sight of him. She jumped onto her feet and wrapped him in her arms, much to his surprise and hers, and she whispered "I thought I wouldn't see you again!".

Pulling back, Lil asked him "How did you get past the goblins?".

"How indeed?" Dwalin asked.

"Well, erm." Bilbo started, but wasn't quite able to finish.

Lil didn't notice that he slipped something into his pocket just then.

"Well, what does it matter? He's back!" Gandalf said, clearly as pleased as Lil was.

"It matters! I want to know. Why did you come back?" Thorin declared solemnly.

After a moment, Bilbo started to speak "Look, I know you doubt me, and I know you always have.". He then shrugged and said "And you're right! I often think of Bag End. I miss my books, and my armchair, and my garden. See that's where I belong. That's home. And that's why I came back, because you don't have one... a home. It was taken from you. But I will help you take it back if I can.".

His words, though small and humble as he was, struck a chord within Lil and she felt strength growing within herself.

It seemed that the same had happened to everyone else. Thorin was clearly humbled, but still there was disbelief in his eyes. The other dwarves and the other Rugrats seemed to look at Bilbo with admiration and awe, while Gandalf was very obviously proud of him.

Then, like the moaning of a ghost, they could hear howls on the wind, and the sound of feet charging through the brush. Lil could see the shapes of wargs moving past the trees, right towards them.

"Out of the frying pan..." Thorin started.

"And into the fire." Gandalf finished. He then shouted "Run. RUN!".


	7. Azog The Defiler

**Chapter 8: Azog The Defiler **

Lil couldn't tell if it was just her, or if the sun seemed to be setting faster and the dark growing stronger, but as the wargs came closer and closer, it certainly seemed as if doom itself was nigh approaching. At Gandalf's behest, she ran alongside the dwarves and the other Rugrats through the trees and away from the approaching danger. Suddenly, her foot caught on a rock, and she fell onto the ground.

Lifting herself up, she saw the devil wolves sprinting down the slope at high speed, their teeth bared in hideous growls and their eyes glowing in the dark. She realized then that there was no way they could outrun them. But fortunately, she came up with an idea. Concentrating, she raised a wall of ice high into the air, surely enough to stop these beasts, as such a tactic had done in the past. But then her hopes were dashed to pieces when one of the wargs burst through the ice wall, flying over her, and landing a short distance away. Twisting its body around, the beast began to charge at her with terrible speed, only to be felled by a slash of Angelica's claws. Bofur and Glóin soon came to her aid.

"Now miss, this is no time to be layin' down on the job!" Bofur joked as the two dwarves helped her onto her feet.

They soon got back into a run, but by this time more wargs were breaking through Lil's ice wall, forcing the other dwarves and the other Rugrats to fight them off. At least she had managed to buy some time for them. A quick glance to her left, and she saw that Bilbo had apparently slain a warg as well, but he was busy trying to pull his sword out of the skull of the dead beast.

Turning back to her path, she saw exactly where they were headed. The road, so to speak, ended at the edge of a cliff overlooking a vast valley. Where were they to run?

Gandalf provided the answer.

"Up into the trees! All of you!" Gandalf shouted.

At his words, the dwarves and The Rugrats started clambering up the tree nearest to them as fast as they could and even Bombur managed to jump up and clamber onto a branch. Peter meanwhile, flew up to the nearest branch for him to climb onto. From there, he climbed higher and higher along with the dwarves and The Rugrats, hopefully enough to stay out of the reach of the wargs' jaws. From here, he saw another good reason for Gandalf having them climb up there. At the very least, he had a good vantage point. He could see a horde of at least twenty, if not more, wargs charging towards them through the forest below, as well as Bilbo, who had just barely managed to extract his sword, looking around helplessly.

"Bilbo! Climb!" Peter shouted.

At the sound of his voice, Bilbo turned and ran towards the tree Lil, Susie, and Dil were in. But as much as he tried, he couldn't reach the lowest branch. Fortunately for him, Peter used his telekinesis and elevated him up as well, right as a warg snapped its jaws after him. Soon, the forest floor beneath them was crawling with the awful beasts, barking and growling after their desired prey in frustration. Peter was content enough to cast a mischievous smile at them in triumph.

But then, the wargs' attention was sent elsewhere. They became silent, their backs arched and their ears lowered in submission. Peter looked to see what they bowed to, and his eyes widened at the sight of a huge albino orc astride a warg as white as snow, flanked by at least six or seven others. He wore very little armor, exposing the fact that his deathly pale skin was lined with huge scars all over his torso. The important part of his left arm was missing, having been replaced by a metal prong running through the stub and coming out in a spike at the elbow. With his good arm, the orc held a vicious looking mace. While he wasn't the most hideous orc he had ever seen, Peter did not believe that he had come across one more intimidating.

Thorin turned, and upon seeing the orc his eyes became wide with a genuine fear.

"Azog!" Thorin whispered.

Lil, meanwhile, turned to Bilbo, asking "Who is that?".

"Azog the Defiler. I've heard of him. He's supposed to be dead!" Bilbo explained.

The orc then began to speak in a harsh language that The Rugrats did not understand, but at least could read the intent. This orc spoke with malice and pride, intending to drive the words into Thorin's heart.

"It cannot be!" the Dwarf King said.

Azog then shouted a new command, and the rider-less wargs suddenly charged again, jumping into the trees with unbridled force and hunger, snapping their jaws after the company and even ripping off the branches with their teeth. Soon, the very trees themselves began to waver at the force of their weight. Lil, Susie, and Dil felt the tree they were in beginning to slowly tilt.

"Move Lil, Susie, and Dil! Move!" Fili shouted at them.

Lil, Susie, and Dil then found themselves running with the tilt of the tree to the next tree, jumping onto it as the other one collapsed, which unfortunately, like a string of dominos, kept them all hopping from one tree to the next, until at last the entire company was trapped in one single pine tree that stood precariously on the very edge of the precipice.

Determined not to stand by, Lil tried aiming and launching bolts of frost at the wargs below. However, even deathly cold and ice couldn't deter the hounds from pursuing their master's command. But then she smelled the faint aroma of smoke. Looking upwards, Lil saw that Gandalf had lit a pine cone on fire and that Peter and Phil's hands had fireballs on them. The wizard threw the lit pine cone and Peter and Phil threw the fireballs down towards the wargs, and upon contact, the dry tinder and the fireballs on the ground burst into flame, driving them off. Gandalf then lit more, and handed them to the others, who lit their own and Peter and Phil kept on summoning fireballs and they began a barrage upon the foul creatures. While Lil wasn't quite as comfortable with fire, she too took one and launched it towards the enemy. Soon, the ground before them was alight, and the wargs had retreated from the heat of the growing flames, though some had the misfortune to catch their fur on fire. Azog, meanwhile, looked on furiously, as his bloodlust was clearly thwarted.

The dwarves and The Rugrats began to cheer at their victory. But their celebration was cut short by a rumbling in the trunk of the tree, followed by everything suddenly falling backwards as their one source of safety began to lean over the precipice. Lil found herself using all of her physical strength to cling on to a branch for dear life along with the others, staring down at hundreds of miles of empty space between her and the ground.

She noticed the thumping of boots close by and looked up to see Thorin Oakenshield wielding his sword and facing Azog himself, who looked on expectedly. Even from her low angle, she could see the look of righteous anger and determination on his face as he stepped forward off the tree, and began running towards the Pale Orc in a death charge. Her attention was fixed upon the Dwarf King, as he raised his sword, ready to take on his enemy. Azog, meanwhile, smiled and spread his arms invitingly. Just as Thorin drew close enough, the orc compelled his beast, and the white warg leapt forward, knocking the Dwarf King onto his back. Thorin got back onto his feet again, only for Azog's mace to slam into his chest, sending him flying back into the air and yelling in pain. The dwarves around Lil and the other Rugrats began to shout in shock and grief at the sight of their leader drawing closer to death's door.

She didn't notice until it was too late that Bilbo had gotten off the tree, and started running towards the battle.

Thorin, meanwhile, was suddenly clamped in the jaws of Azog's warg, who shook him around, and only a swift jab to the top of the muzzle freed him. The beast threw him into the air, and he landed a good distance away, too beaten to get up.

Azog then dismounted his warg. One of his warriors handed him his blade, and the pale orc began to approach the fallen dwarf, relishing the moment. He pressed his foot onto Thorin's chest, raised his blade... and then was knocked over by a side tackle from Bilbo, forcing the blade out of his hand.

Having been taken by surprise, Azog fell onto his side, with the hobbit raising his glowing sword to land a killing blow. Grabbing him by the shirt, the orc captain threw him off like a rag doll. The warg, meanwhile, moved to defend its master, but found its paws frozen to the ground as Lil moved in to save Bilbo, having gotten there just in time.

Enraged at the humiliation, Azog faced the two of them with hatred burning from his cold blue eyes. Lil realized what sort of trouble she and Bilbo had gotten themselves into because this orc stood taller even than her.

The orc charged straight at them, raising his mace into the air. Lil quickly raised a wall of ice into the air, thicker than before. But even that fell to the blow of the orc's weapon. The broken pieces landed on Bilbo, throwing him to the ground and trapping him beneath their weight. Lil summoned up spears of icicles, but they were smashed down before they could pierce his skin. Azog swung his mace down towards them, and all Lil could do was leap out of the way as his blow smashed into the ground. As she struggled to get up, she heard the sound of a heavy thud behind her. Suddenly, the orc's cold, clammy fingers were wrapped around her neck, and she felt her body being raised high into the air. Baring his razor teeth in the most malicious of grins, Azog raised the barbed metal rod that served as his hand and Lil had the horrible feeling that she knew precisely where he intended to plunge it. She closed her eyes, ready for the pain to take her into the embrace of death.

But it never came.

Opening her eyes, she saw the tip of Orcrist sticking through the ribs of the Pale Orc, dripping with black blood.

The orc's grip slackened, and Lil fell to the ground, gasping for breath. She saw Thorin, battered and bruised, standing right behind Azog, with his sword deep in the body of his old enemy.

"You have failed Azog. Let's see you come back from THIS!" the Dwarf King said in great pain.

He withdrew the sword, allowing the body of the once great and terrible fiend to fall to the earth. And with that, Thorin himself fell, exhausted from the exertion put upon himself.

Bilbo, having extracted himself from the ice, ran to Thorin's side.

The white warg, meanwhile, howled miserably for the death of its master, and in return, a dozen more growls arrived in return. The heroes found themselves surrounded by the remaining orc warriors, the lust for vengeance gleaming in their twisted, malformed faces. Bilbo swung his blade defiantly at them, while Lil cast a line of frost before them. But neither tactic succeeded in intimidating the gang of orcs.

Suddenly a gust of wind blew up a storm of dust and fire. Lil turned to see a massive golden-brown eagle, the biggest she had ever seen, swoop down and snatch one of the orcs and his warg and carry them into the air, dropping them to their deaths a ways off. The sky above suddenly became alive with the giant eagles, which set upon the wargs with uncanny ferocity by also fanning the flames onto the beasts with their wings and slashing at them with their hooked beaks and talons.

One of the birds, having driven off the orcs, flew straight towards her and Bilbo, and despite their best efforts to escape, picked both of them up in its talons, flew over the edge of the cliff, and dropped them safely onto the back of another eagle. As the great bird flew away and around the scene, Lil could see that the eagles, in addition to driving off the wargs, were also picking up the other dwarves as well, carrying them away from the flaming battleground and across the valley. Also, she saw that the other Rugrats had let go of the tree and were flying next to the eagles. Awed and intimidated, Lil could feel the raw strength and power of every beat of the eagle's wing as it carried the two of them away into the night, far away from that terrible mountain.

* * *

As night changed to dawn, Lil felt her fear and panic ebb away into pure wonder. Looking down at the world passing by below, she could never have truly imagined how small she was until now, here on the back of such a majestic bird. How many people would desire to be in her place right now at this time?

They soared over vast snowcapped mountains, over ranges and rivers, and through valleys of green, until at last they arrived at a tall ridge of pillars of rock, where the eagles landed, dropping off their precious cargo. Upon touching solid ground, Gandalf turned to the Eagle that had born him aloft and said "Many thanks and blessings to you, Lord of the Eagles. We would not have survived that night, had you not been there to help.".

"We had seen the fires from afar. And when we discovered you, we were only obliged to assist the one who assisted us long ago. May your quest end in success, noble Istari." the Eagle replied, much to Lil's surprise.

And with that, the Eagle took off into the air, while the others delivered the dwarves and The Rugrats flew down. One eagle flew in low, carrying something in its talons and Lil could see that it was an unconscious Thorin, still clutching the elven blade in his hand. Gently, the bird dropped him onto the ground, and Gandalf moved quickly to his side. The wizard waved his hand and muttered some strange words, and soon the dwarf was breathing again, much to Lil's relief.

He stood back up, helped onto his feet by the others, and looked straight in the direction of Bilbo.

"You! What were you doing? You know you could've gotten yourself killed? Did I not say that you would be a burden? That you would not survive in the wild? That you had no place amongst us?" Thorin asked.

Bilbo looked down at the ground, ashamed. Lil felt indignation at these words and she was almost ready to give the dwarf a piece of her mind, but then he said "I have never been so wrong in all my life!".

He then caught the hobbit by surprise with a great embrace, arousing a cheer from the rest of the dwarves and the other Rugrats. Pulling back, Thorin said "I'm sorry I doubted you.".

Bilbo replied "No no, I would have doubted me, too. I'm not a hero, or a warrior.". He looked at Gandalf and he said "Or even a burglar.".

Thorin then turned to Lil and he said "That goes to you too. You both saved my life. And on top of that, you both helped in the conquering of my enemy.".

Lil smiled.

The dwarf king then turned to his brothers, and shouted "Azog the Defiler has been slain at long last! No more will his shadow haunt the house of Durin!".

This resulted in a loud cheer from the dwarves, glad at last that the orc was gone.

In the midst of the raucous applause, Lil turned to view the landscape around them. Far in the east, she could a single, solitary peak rising in the midst.

"Is that..." Tommy began.

"Erebor. The Lonely Mountain, the last of the great dwarf kingdoms of Middle Earth." Gandalf answered.

The others turned to see as well, tears were seen in the eyes of some, especially Balin.

"Our home." Thorin whispered.

Bilbo looked on in awe as well, but then he turned to Gandalf, asking "Why couldn't we have just ridden on the eagles all the way there?".

"The Lord of the Eagles is an ally, not a servant. Besides, I think we can manage from here, just fine." the wizard explained.

In a way, Lil felt that he was right. The mountain seemed so far off and distant, but at the same time, she realized how far they had gone and how hard they had fought to get there, and with that in mind, it didn't seem too far away after all.

And yet, she felt afraid, again. There was still a dragon at the end of the road.


	8. Beorn

**Chapter 8: Beorn**

It had been two weeks since the death of Azog, and thus far there had been no orcs, wargs, or dangers of any kind to beset the company during their quest. But both Thorin and Gandalf refused to allow such circumstances to slow them down, presumably out of precaution or an eagerness to reach the mountain. Thus, their meals had been light and quick, much to Bombur's disappointment, and their steps were hastened as they made their way through these forests. For now, the company waited Bilbo's return. It was Gandalf who insisted that Bilbo scout out the area for enemies, citing the hobbit's natural stealth and light-footedness. Thorin had been reluctant to let Bilbo out of the group, and Lil had felt the same way, but whether or not they shared the same reasons was another question entirely.

A short distance away, Lil noticed Kili using a tree for target practice, having carved the shape of an orc into its trunk. Feeling somewhat mischievous, she flicked her finger as the young dwarf let loose an arrow. It wound up inches away from its mark, halted in midair by a wall of ice. At first, the archer was surprised, but quickly found the perpetrator and laughed. Given the opportunity, he would have done something similar, she guessed.

"How am I supposed to know how to fell orcs, when you stop my arrows?" Kili asked with jest.

"I don't know. Something like that might happen for real." Lil said.

"What, you mean ice is just going to pop out of nowhere to foil me?" Kili asked.

She shrugged.

The bushes started to rustle a short distance away. At the sound, everyone armed and readied themselves to meet it, until Bilbo emerged, appearing somewhat flustered.

"Tell us, did you see any orcs?" Thorin asked.

"Nope." the hobbit said, panting. He seemed to have run back as fast as he could.

"What did I tell you? Nothing to fear." Gandalf said.

"Yes, but..." Bilbo started.

"What is it?" Phil asked.

"There's something else out there. And it's LOOKING for us!" Bilbo reported.

At this, Gandalf suddenly became very solemn and serious.

"What form did it take?" Gandalf asked.

The others looked to the wizard, curious as to the meaning of his words. He went on "Was it a big black bear?".

"Huge!" Bilbo said, spreading his arms to give an idea of the size of the creature.

"Then we must move! NOW!"" the wizard declared.

At his word, the company immediately started off after him, though with no small degree of confusion among them. Peter was no different because he wondered why, of all things, a bear would be the thing to avoid most in this place. True, he was aware of how dangerous a bear could be, but for someone like Gandalf to show so much concern, that was odd.

* * *

It wasn't until the middle of the day and when they approached the bottom of the mountain, a place where the streams began to gather into ponds and the foliage became green, that Peter felt it necessary to voice his feelings.

"If it's a bear you're worried about, I'm sure that we can take care of it!" Peter said to the wizard.

"You will bring no harm upon that beast, or you will have me to answer to." Gandalf commanded, much to Peter's surprise.

"Why not?" Ori asked.

Gandalf started to answer, but then they heard a loud roar in the distance, followed by the sound of foliage being crushed under huge, fast-moving feet.

"He's found our scent." Gandalf said. He then shouted "RUN!".

It didn't take much motivation to get everyone running and even Bombur started to pick up the pace, as the sound of the huge animal came closer and closer to them. Running down the path, they burst out of the dark forest into an open field. Up ahead, a tall, wild-looking hedge stood before them, with an open gate as its only weakness. The company, following Gandalf's lead, headed straight for it, entering yet another clearing where huge horses of white and brown grazed freely, taking little notice of the runners. Up ahead was a large house of stone and wood, with an open door taller than the tallest man that Lil knew of.

Another savage roar erupted behind them, and Angelica was foolish enough to turn and see its owner burst out of the forest. A massive bear, perhaps the biggest one she had ever seen in her life, with thick black fur tipped with silver, broad paws with curved hooks for claws, fierce grey eyes, and long yellow teeth that it bared as it came charging towards them.

Gathering herself at Gandalf's behest, she kept on running for the door, and barely made it in time. As soon as she was in, the dwarves and the other Rugrats immediately shut the door behind her, only for the bear to ram against it, forcing the door open wide enough for it to poke it's long snout in before the combined strength of the dwarves and the other Rugrats shut the door again. Moving fast, they slid a large wooden beam into place, effectively locking the door against the beast. For a few moments, they listened in terror to the sounds of heavy growls and snuffing, of long claws being raked against wood, and then in relief as the growls slowly died away.

It took a few moments for anyone to gather the courage to speak.

"I think it's gone!" Bofur declared.

"What was that?" Susie asked.

"That, is our host." Gandalf said.

Everyone looked at the wizard in a combination of surprised and disbelief.

"His name is Beorn, and he is a skin-changer. Sometimes he is a man, and sometimes he is a huge black bear. The bear is unpredictable, but the man... can be reasoned with." the wizard explained.

"Has someone placed him under some curse?" Kimi asked.

"The only enchantment Beorn is under is his own." Gandalf said. He then said "Now, I have to warn you. There are two things that he is not fond of, dwarves, and uninvited guests.".

"Well, that puts us between a rock and a hard place, doesn't it?" Bilbo remarked.

"Yes. I had hoped that we would meet him in a better mood, but seeing how things are now, I will deal with that part when it comes. For now, take your rest. We'll be safe here for the night.".

Lil then looked around at their surroundings. They stood in what must have been a huge barn made entirely of unhewn stone and wood carved with intricate animal motifs, and the stone floor beneath her feet was covered in fine straw. All around them, beasts of various sorts walked around unhindered, large cattle stood calmly in the stalls while goats clopped around unhindered by dogs that gazed upwards at the travelers with intelligent eyes. Even mice scampered around the place, much to her disliking. Further down, she found that the furniture, the most prominent being a table flanked on all sides by a pair of chairs and benches standing in front of a vast fireplace, were all clearly built for someone much taller and larger than the average man. She wondered then, having seen the bear, what was the man like?

* * *

Night fell upon the house of Beorn, and everyone was fast asleep in beds of straw, all except for Lil. She was restless and she did not know why. It certainly wasn't their current circumstances, she could say that much. It was something else.

Standing up, she carefully treaded over the sleeping dwarves, while also watching out for any stray mice, and tiptoed her way over to the nearest window. She peered outside, seeing the countryside, the dark forest, and the mountains beyond bathed in moonlight. But no bear was to be seen.

There was then a creaking of wood. Lil looked around in the dark, but saw no one else around. Sighing to herself, she started back to where she had been sleeping, but stopped in her tracks.

There was Bilbo, laying where she had last seen him, but his back was turned to her. He seemed to be fiddling something around in his hands, but she couldn't see what it was.

Suddenly, there was the noise of a door opening and closing. Instinctively, Lil ducked behind a post, standing still with baited breath. She could hear huge bare feet padding on the floor behind her. The footsteps suddenly stopped, then became quieter. Was the owner gone?

Nervously, Lil began to move away from her hiding place, only to come face to face with a huge, muscular man that towered high above her. Even in the dark, she could see the odd shape of his nose, and the shackles on his wrists. His face was ringed by wild, long silvery hair that went down his back as well. Fierce grey eyes looked down at her from beneath long, shaggy eyebrows.

"Did you come with the wizard?" Beorn asked in a deep, raspy voice.

Lil nodded quietly.

The huge man stepped aside, allowing her to pass and return to her 'bed', but not without a warning.

"Try not to get your frost all over the place." Beorn said.

* * *

The next morning, Beorn treated the company to a breakfast of nuts, berries, and crushed grains as huge bees buzzed around them, and mice crawled all over the table, but carefully enough not to enter the large bowls and plates. The skin-changer had been kind enough to give Lil one of his chairs as a seat, but even then she felt like a very small child, using such oversized ware. It must have been even stranger for the dwarves, the other Rugrats, and the hobbit. During the meal, Gandalf told them of their mission, and all that had happened up until then. When they got to the part about Azog's demise, Beorn seemed to pay special attention.

"My people were the first to live in the mountains, before the orcs came from the north. The Defiler killed most of my family, but some he enslaved, not for work mind you, but for sport. Caging skin-changers and torturing them seemed to amuse him." Beorn explained.

"There are others like you?" Bilbo asked.

"Once there were many. Now there is only one." Beorn replied.

The huge man sat down in his equally enormous arm chair.

"You have done a great deed, Oakenshield, by destroying the Defiler. But that will not ease your journey. There are others of his ilk, others that share his thirst for revenge." Beorn said. He then turned to Gandalf and he asked "So, you need to reach the mountain before the last days of autumn?".

"Before Durin's day." the wizard replied.

"Yes. You are running out of time." Beorn said.

"Which is why we must go through Mirkwood." Gandalf said.

"A darkness lies upon that forest." Beorn warned. He went on to tell them of foul things that crept within the branches of the trees, of growing numbers of orcs that gathered at a place called Dol Guldur, and of a mysterious 'Necromancer' that ruled the place. The more and more the skin-changer spoke of all that went on in Mirkwood, the less Chuckie desired to step foot in there.

"I would not go in that forest, unless it was of dire need." Beorn concluded.

"We will take the elven road. That path is still safe." Gandalf replied.

"Safe? The Wood Elves of Mirkwood are not like their kin. They are less wise, and more dangerous." Beorn said.

At this remark, Bofur leaned over to Kimi and whispered "Definitely not angels.".

"But it matters not. These lands are crawling with orcs, and their numbers grow by the day. If you are on foot, you will never reach the forest alive." Beorn continued.".

He stood up from his armchair and slowly walked over to the other side of the table, plucking a mouse that Dwalin had brushed off from the table.

"I don't like dwarves. They're greedy, and blind to the needs of those whom they deem worth less than their own. But I hate orcs even more." Beorn growled. He then asked "What do you need?".

* * *

Two hours later, and the company had departed from the house of the skin-changer, with fresh supplies in their sacks and astride Beorn's white and brown horses, riding over the rolling hills so smoothly that Lil could've sworn they were in fact flying across the landscape. Still, it couldn't compare to the actual sensation of flight that she normally felt. Before they knew it, they had come across Mirkwood itself, and Lil did not like the look of it at all. The trees here seemed twisted, even malformed, and the brush inside was wild and tangled, even for forest underbrush. Beyond that, the leaves of the trees seemed to block out any light, making the inside seem darker than night itself.

Gandalf dismounted his horse and walked over to the remains of a stone gate, the style of which reminded Lil of that of Rivendell.

"The Elven Gate. Here lies our path through Mirkwood." Gandalf said.

He indicated the path by pointing his staff towards some worn and weathered stones on the ground, and then instructed the company to start letting the horses loose, explaining that they would return to their master.

Dismounting his horse, Chuckie got a better look at the forest, for better or worse. He could hear no birds other than the cawing of crows, and there was the faint smell of death and decay that came with a small breeze. Bilbo stood next to him, and viewed the forest clearly with the same feelings as Chuckie did. "This forest feels sick. As if a disease lies upon it." Bilbo observed.

"Is there no other way around this place?" Chuckie asked.

"Well, if you want to travel two hundred miles to the north, or twice that distance south, then no." Gandalf answered.

That made it clear to him that there was no other way. Lil looked down at the hobbit next to her.

"Are you afraid to go in there, too?" Lil asked him.

"Well... maybe a little bit. But surely we've managed to get through worse, right?" Bilbo replied.

"Right." Lil answered, feeling slightly more confident.

"Not to mention we've got Gandalf with us. So what's the worst that could happen?" Bilbo added.

Just then, Gandalf, moving away from the Elven gate, shouted to the dwarf that had started unbridling his horse "Don't touch that one! I need him.".

Everyone looked at the wizard in surprise and despair.

"Where are you going?" Tommy asked.

"There is business to the south that I must take care of. Urgent business." Gandalf explained.

"So, you're just going to abandon us?" Bilbo asked.

"I would not leave you all if I didn't have to." Gandalf said to him.

Lil could sense the sincerity in his words. But still, what was so urgent to make the wizard leave the party at this time?

"Something's different about you, Bilbo Baggins. You're not the same hobbit as the one I first met." Gandalf then said.

The hobbit shifted uncomfortably and stuck his hands in his pocket. Lil's thoughts then turned back to the night before, when she had seen him fiddling with... whatever it was that he had.

"I-I was going to tell you. I found something in the Goblin Tunnels." Bilbo stammered.

"What did you find?" Gandalf asked quietly.

After a long pause, Bilbo answered "My courage!".

Lil, however, as much as she wanted to, didn't seem to quite believe him. However, the answer was good enough for the wizard.

"Good, very good. You'll need it." Gandalf said.

Then Peter moved to speak with him.

"Gandalf, please promise that you'll come back." Peter said.

"Of course." the wizard replied. Leaning in closer, Gandalf whispered to him "And you promise me that you'll look after these dwarves. Sometimes it seems like I can never leave them alone without them getting into trouble.".

Peter nodded.

Gandalf then climbed onto his horse, saying to the dwarves and the other Rugrats "There are enchantments in that forest that will attempt to lead you astray, but do not, I repeat, DO NOT step off the path. If you do, you will never find it again. And when you reach the end, do NOT enter that mountain until I arrive.".

And with that, he said his farewells, and the company watched as he rode away into the south, becoming smaller and smaller in the distance until they could distinguish him no more.

Angelica turned to look into the entrance of the forest. Had the darkness in those trees grown stronger?

"He's going to come back, right?" Angelica asked.

"He's had a pretty good track record, thus far." Fili observed.

Peter then spoke "Alright, let's get moving. Everyone stay together.".

With great reluctance, the company then followed him into Mirkwood. Lil took a brief moment to look at the light for one last time, before stepping into the forest.


	9. Mirkwood Forest

**Chapter 9: Mirkwood Forest**

How long was it that they were in the dark forests of Mirkwood? Lil certainly couldn't tell because there was barely any discernible change of light, and any increase in darkness could easily be ascribed to having entered a part in the forest where the trees had simply grown thicker. It was almost enough to make her believe that day and night had become one in this bizarre place, and that time had ceased to exist. It certainly didn't help the travelers on their journey, remembering the dangers that Beorn had cited, Thorin refused to let the company rest for any longer than he felt necessary and Lil understood his reasons, but she was sure there were other causes for wanting to keep going. The trees around them had grown so huge and tangled together, making her feel claustrophobic, while the air was stale and humid, and continued to smell of death and decay. There were no birds to be heard, even that of crows. The only sound to be heard was the echo of the dwarves and the other Rugrats arguing amongst themselves running. It was like being in a dank cave and Lil wanted no more than to be out.

Thus far, the company had maintained success in keeping to the Elven Path, with Dwalin or Thorin thumping their staffs on the ground every now and then to make sure of it, or when they came across a fork in the road. In addition, they had Lil walk behind the company and leave a trail of frost along the edge of the path, so that every now and then they could turn around and check where they were going. What made that a constant was the fact that, oftentimes, the road seemed determined to throw them off. The path took them through twists and turns under, over, and around things, while occasionally some log or stone blocked their path, requiring them to climb over it. There seemed to be no end to it, and the forest around them just kept becoming more and more sinister and large cobwebs even began to mark parts of the path.

On and on the company went, deeper and deeper into the forest. Sometime along their way, things began to get strange. Once or twice, Susie noticed that, as twisted as the forest was, it somehow began to be more twisted and gnarled, but she dismissed this. Time passed, and she turned her head to look behind, and could've sworn that there was one more dwarf in their party than usual.

Still, they kept walking. Tommy began to feel his head spin, and found it harder to keep on his feet without stumbling. In his state, he could see similar effects on the others. Ori, for example, kept spinning around while they went, and Bilbo kept staring at nothing as if there was something there.

Suddenly, the entire company was halted by Dil.

We've lost it! We've lost the path!" Dil said.

How did we lose it? Haven't we been keeping track of it?" Nori asked.

"That's right!" Glóin said. He turned to Lil and asked her "Lil, you've been leaving a trail for us, right?".

But Lil didn't hear a word the others were saying.

Glóin turned back to the group, and said "I'm not getting anything out of her. She seems pretty out of it.".

They sent Ori to check the path behind them, but after a few moments, he returned, saying "I can't find any ice at all along the path! She must have stopped casting some time ago!".

"Well, how long ago was THAT?" Phil grumbled.

No one could say for sure. Bilbo was having a very hard time thinking straight, and the fact that there were dwarves and The Rugrats arguing around them did not help at all. There had to be a way out of this mess, and they needed to find it. Just earlier, Bilbo had been seeing double of himself, goodness only knew how that was possible.

After finally admitting they were lost, Thorin said "We need to get our directions straightened. Someone is going to have to go up there and have a look around, figure out which way is where.". He pointed up towards the canopy.

Bilbo had the suspicion that they would've have volunteered him anyway, so he set about climbing the tree himself. With two of the dwarves hoisting him up, Bilbo managed to grab the nearest branch and, having in mind the many times he had climbed the old oak in his youth, made his way up towards the top. The further up he went, the cleaner and fresher the air seemed to be, and his mind seemed to become clearer as a result of it. At last, he could see places where the sunlight broke through the thick leaves and branches, and he moved for it like a bee to a flower. His head broke through first, and he took in a deep breath of fresh, clean air, as if he had come up out of the water. It was an apt comparison to say the very least, all around him was a veritable sea of autumn red leaves that rippled in waves as the wind blew by. Up above, the sky was decked in rosy colors as the sun began to set in the west. West, where home was, Bilbo thought. Thoughts of Bag End came to mind, with its warm hearth, soft bed, and old books.

Suddenly, a large swarm of purple and blue butterflies burst into the air around him in a flurry of wings, and flew towards a distant island in this ocean of foliage. Wait, an island? Realizing what it truly was, it was enough to make him shed a tear or two.

"I can see the mountain! We're almost there! We've just got to keep heading east!" Bilbo called out below.

But no reply came. Instead, Bilbo noticed a chill wind moving in the trees below, and bringing with it a flurry of snowflakes. That couldn't be right. It was only at the start of autumn.

He realized that something was wrong down on the ground.

* * *

Peter was down on the ground when he felt something pulling him, tugging at his leg. He then heard voices.

"It's dead I say! Dead and cold! No good for feasting." a voice said,

"But see! It still breathes. There must be good juices inside." another voice said.

"It's too skinny to have the good juices! Not like the dwarves and those other humans we've snatched up! No good juices, no good juices, just dead! Not good for feasting." the first voice said.

"I say there IS good juices inside! It IS good for feasting!" the second voice said.

Peter looked up and he could see the light above, and the boughs of the trees... and things crawling across them.

Something jerked on his ankle again. Raising his head off of the ground, Peter saw some white, silvery threads wrapped around his ankle. Following the line, he saw the end being held in the claws of probably the most nightmarish thing he could possibly imagine.

It was an enormous spider.

Another one sat next to it, and both of them were drooling out of their hideous mandibles as they spoke to each other in harsh chattering voices.

Suddenly regaining all thought through the desire to live, Peter had electric form on his leg and that pulled his leg out of the spider's pull. The two arachnids jumped in surprise.

"It's still alive!" one chattered.

"See? See? I told you there were good juices inside!" the other replied.

"Snatch it and wrap it, before it flees!" its companion replied.

Thinking fast, Peter cast a bolt of frost at the foul creatures, blinding them and sending them away screaming. But then he heard chattering and hissing all around him. In a spin, he saw several other spiders crawling out of the brush or along the branches up above. One of the spiders leapt at him off of the trunk of a tree. Instinctively, Peter raised razor sharp icicles toward it, and it impaled itself on the ice. A far larger one charged from behind, but Peter didn't use his powers in time and it threw him to the ground. Grabbing it by the legs, it took all of his strength to lift it away from his body. It swished its fang-tipped mandibles at him, desiring his blood, and flicking its saliva all over the place. A layer of fire began to grow onto the spider's leg, causing it to shriek in pain. Gathering his strength, Peter kicked the creature off of him.

But even with their casualties, the other spiders continued to move forward. Realizing he couldn't stay in one place without getting overwhelmed, Peter began to run, using The Mystical Wail and his telekinesis or casting ice, fire, or electric at the spiders. Undeterred, the creatures followed him, hunger driving them on.

He ran through a particularly dark part of the forest, the trees here being covered in vast shimmering webs and crawling with more of the vermin. It seemed like a never ending fight for Peter as he went. As many spiders as he was able to fend off with his ice, fire, electric, or telekinetic powers, more seemed to arrive in their ranks.

Fortunately, salvation came in the form of a dirt pit hidden beneath a large fallen log. After freezing the immediate spiders pursuing him, Peter dived underneath the log, glad to find that nothing was hiding beneath there as well, and watched from a peephole of sorts as other spiders arrived on the scene.

"Where is it? Where is the spirit?" one spider hissed.

"Can't be far. Can't be far at all." another chattered.

"It must have magic juices in it. If we feast on it, then do we get the magic in its juices?" another mused.

Before the other could answer, it dropped dead, the shaft of an arrow sticking out between its eyes. The others shrieked, raising their forearms in defense at some unseen enemy. Peter watched in awe as two elves in green and brown leaped onto the scene and dispatched the rest of the spiders with unmatched fluidity and grace, using nothing but a bow and arrow and a pair of daggers between the two of them.

After a few moments, the two of them noticed the ice formations left behind by Peter in his flight. They spoke to each other in the same fluid language that Peter heard back in Rivendell between Elrond and Gandalf, and while he still didn't understand a word of it, he was certain he could understand the meaning. No doubt they were questioning what had happened.

Peter started to move out of his hiding place, but then a voice whispered "No Peter, wait!".

In his surprise he turned to see Bilbo, looking somewhat bruised and covered in spider webs. He started to speak, but then the hobbit silenced him, saying "Don't speak, or they'll hear you!".

For two intense minutes, they watched as the two elves debated in their foreign tongue. Then, they seemed to come to an agreement, and ran out of sight. With that, Peter and Bilbo sighed in relief.

"It's good to see you in one place," Bilbo said to him.

"What happened?" Peter asked.

Bilbo went on to explain that he had climbed down the tree and he had been knocked out. He woke up to find himself, the dwarves, and the other Rugrats all wrapped up in the webs of the huge spiders. After cutting himself out with his sword, which he afterwards named Sting, he went on to free the dwarves and the other Rugrats from their silken prisons, but was separated again from them after some new spiders caught him in the act and attacked.

"But why are we hiding?" Peter asked.

"Those were elves. When I went to find you and the dwarves and Tommy, Chuckie, Lil, Phil, Angelica, Susie, Dil, and Kimi again, those elves had taken them all prisoner." Bilbo explained.

"You're kidding!" Peter said.

He then sighed and leaned back against the earthen wall, saying "This is completely my fault.".

"No Peter, it's alright. Besides, to be fair, Gandalf did say there are some strange enchantments in this wood. I think we were all out of our minds for a bit." Bilbo said.

But what are we supposed to do?" Peter asked.

"Well, know where they've gone, and I think I've got a pretty good plan for how to save Thorin and the others." Bilbo said,

"You do?" Peter said.

"Yes, but I don't think you're going to like it very much." Bilbo said.


	10. Thranduil

**Chapter 10: Thranduil**

Peter wandered somewhat aimlessly through the darkness of the forest for some time. He looked around, partly for any more spiders, partly for the Wood Elves, and partly for Bilbo. Bilbo had told Peter that he would be close by, but he didn't see hide or hair of him anywhere. How he was able to vanish like that, he didn't know, but apparently he really was suited for the job of being a burglar.

But even then, he hated the idea of being completely alone, waiting for something to leap out and strike. It had taken a lot of coaxing from Bilbo to get him to go along with his plan, especially given his part of it. What won Peter over was the thought of what sort of state the dwarves and the other Rugrats must have been in at that time and he remembered Beorn's description of the Mirkwood Elves, and too well the dwarves's distaste for them. That probably did not work in their favor.

Fortunately for Peter, the only spiders he encountered were those already dead, their vital fluids leaking out of well-placed wounds on their armored bodies.

Everything was quiet all around him, save for the sound of falling leaves and the creaking of branches in the wind. He heard a branch snapping from behind. Instinctively, Peter twisted around and raised his arms in defense, ready to send forth a blast of one of his powers... but there was nothing there. He sighed in relief, and then quietly said to himself "If these elves don't show up soon enough, I'm going to have a heart attack.".

Turning around, he found himself facing the wrong end of an arrow on a loaded bowstring. Seconds later, he was surrounded by four or five elven archers, all of them aiming their arrows right at him. Their leader, an elven male with long blonde hair and piercing blue eyes, approached from behind a tree.

"Who are you? What are you doing in this part of the forest?" the lead elf demanded of him.

"I request that you take me to…whoever's in charge around here." Peter said.

"What business do you have with the King of Mirkwood?" the blonde elf asked.

"My business is my own." Peter replied. He didn't think it was a good idea to say 'try to save the dwarves and the humans you've captured' right then and there. Peter then said "Take me to your king, first.".

"No one sees King Thranduil unless he demands it." the blonde elf stated.

To persuade him, Peter flicked his wrist, and a layer of electric wrapped around the base of a tree, much to the surprise of his captors.

"Will he see me now?" Peter asked.

After a moment of astonishment, the blonde elf turned his back to him, apparently to contemplate, while the others kept their bows locked onto Peter, but nervously looking at the elf for orders. He then turned back and gave a command in Elvish to the others, who lowered their bows. To Peter, he said "Follow me.".

_"So far, so good."_ Peter thought.

Cautiously, they led him through the dark forest, over twisted paths and out of the realm of webs and dead spiders. As they went, the scenery slowly became more and more inviting and pleasant, while the trees continued to be massive and they didn't seem quite as imposing and twisted as the ones he had previously encountered. The light broke through the boughs and branches above with greater strength, brightening their path.

Eventually, they came to their destination. Across a bridge over a powerful whitewater river that roared by was a massive gate cut into the side of a massive rock, supported by pillars with elegant designs carved into them, and a pair of armored guards flanking a massive door, who opened it upon their approach.

All the while, Peter couldn't help but wonder where Bilbo was all this time.

They entered, and upon stepping inside, Peter gazed about in wonder at the massive interior of the Elven Fortress. Golden lamps illuminated a sprawling network of bridges and staircases, either carved of stone or carved of wood, with cascading waterfalls and streams rushing past moss-covered stones, while columns supported the natural cavern ceiling above. It seemed to him like the perfect union of nature and civilization.

Behind him, the gate shut with a thunderous boom. At the same time, Peter noticed a soft pitter-pattering sound moving away from him, but he could not see to whom it belonged.

The elves led him over bridges and up and down various stairs as they traveled on, and Peter didn't mind one bit, seeing how it allowed him to take in as much of the scenery around him as possible. But the tour came to an end as they stopped before turning a corner inside a tunnel, and the blonde elf instructed one of the others to move on ahead. Peter could only assume that he was the messenger, sent to announce their arrival.

They stood waiting for some time, silence pervading in the air, until at last the messenger elf arrived to let them move on.

After another good long while, they finally arrived at a place elevated above the ground, where a throne made of seemingly woven branches stood, crowned with the skull of an elk with massive antlers. Just below, Peter saw him. The Elven King, with a crown of branches and autumn leaves on a head of flowing yellow hair, and icy blue eyes that looked down at everything below with what he could only describe as the predatory intensity of a hawk. At the moment, he was quietly discussing something with a red haired elven woman, looking up when Peter's captors arrived. The blonde elf stepped forward and said something to him in Elvish. After a moment, the Elven King gave a command, and the elves surrounding Peter left his side. He then motioned for Peter to follow him. But before he did, the blonde elf grabbed his arm. He leaned in close to Peter, saying "If you try anything, freak, I will kill you.".

"Legolas, enough!" the Elven King said.

With only the slightest hint of disappointment in his expression, Legolas released Peter's arm, allowing him to follow the King.

He led Peter down a flight of stairs, through a door, and into a small chamber where stood a pool of water the color of lapis lazuli.

Thranduil spoke first.

"You must pardon my son for the initial hostilities. So, you are the source of what just happened in the forest. Tell me, what is your name?" Thranduil asked.

"King Peter Albany of The Confederacy." Peter said.

"And what business does one with such powers have in Mirkwood?" Thranduil asked.

Peter breathed in deeply, recalling what he knew regarding diplomacy and politics.

"I have come to negotiate the release of Thorin Oakenshield and his companions." Peter declared.

Thranduil looked up in surprise.

"What do you have to do with him?" Thranduil asked, but then after a pause, the answer seemed to come to him. He then asked "Ah... so you are involved in his little quest, then?".

"Yes, but don't assume that you can lock me away as well." Peter said.

"Very well, then. However, if you plan on threatening me with your... abilities, then prepare to be disappointed." Thranduil said.

"Open hostility was never my intention, your highness." Peter said.

"Then I am to presume you have something to barter with in exchange for thirteen dwarves and eight humans?" Thranduil asked.

"I have been promised a share of the treasure of the treasure in Erebor. That share can be yours, but only if you release the dwarves and the eight humans." Peter explained.

"So, you option for bribery." the Elven King noted. He then said "A bold move, but unfortunately it won't do you much good. Whether Oakenshield and his companions go free is up to him, and I am not under the belief that he will acquiesce any time soon.".

"Acquiesce to what?" Peter asked.

"Believe it or not, I too have made a request of him, similar to yours. More specific than the treasure itself, mind you. There are gems in the mountain that I desire. White gems of pure starlight." Thranduil explained.

Peter looked at him rather incredulously and he asked "Is that it? They sound beautiful, but it seems like such a small thing to want.".

Suddenly, Thranduil whipped around fast enough to make him jump.

"They are NOT!" Thranduil declared with enough force and authority for Peter to take him seriously. He then said "I've never told Oakenshield, and I doubt his father and grandfather knew it, but those gems are worth more than all the gold in Erebor.".

"How so?" Peter asked, becoming more and more curious.

"Because those gems hold the power to open the bridge between worlds, and allow one free passage between them." Thranduil said in a quiet voice.

Peter's heart skipped a beat at his words because Lil had told him earlier that Elrond had said something similar just weeks before. But then he shrugged it off.

"It sounds like a rather silly tale to me." Peter said.

"I wouldn't consider it so." Thranduil replied rather coldly. He then asked "Would you consider something that your father guarded against the forces of evil for thousands of years a silly tale? Something that he used to teach you the knowledge of a hundred worlds? Something he gave his very life to recover after it had been lost, only for it to wind up in the possession of an avaricious dwarven king, and eventually to fall into the clutches of a fire breathing dragon? Tell me, Peter, does that sound like something to make light of?".

Peter shook his head softly, intimidated by his sudden show of passion and emotion.

After a moment of silence, Thranduil went on.

"It seems strange to me that someone like you would consider such a treasure to be nothing but a mere legend. I would've leaped at such an opportunity if I were in your shoes." Thranduil said.

"I don't know what you mean." Peter said.

"Do not deny what is true." Thranduil said. He then said "While I cannot say where you come from, I know that it is not one person anywhere in Middle Earth that could possess such powers as yourself.".

"Yes, well, what difference does it make to you where I hail from? What does it matter?" Peter asked.

"It matters because I believe that I can offer you a deal, now." the Elven King replied.

He walked over to the other side of the chamber.

"I will let your little friends go if you promise to return to me what is mine. On top of that, I will even let you use them to return to your home." Thranduil said.

"Actually, I can't return home until my work here is done. And if I return home now, then my world would be worse." Peter said.

"Would it be?" Thranduil questioned. He then said "Don't tell me that you do not think of your home every now and then. Does the thought of what condition your friends are in not trouble you? I for one would probably be driven mad, not knowing if they were in safe hands.".

Peter turned back to Thranduil and he said "You are asking me to betray Thorin's trust. But I can't do that to him.".

"His grandfather betrayed my trust, when he withheld the star gems from me. Look where his greed left him. I promise you that Thorin Oakenshield will not uphold his honor once he lays eyes on that treasure. Not that he ever will see that treasure, given his pride and stubbornness." Thranduil spoke.

"Whatever quarrel you have with him, I will not be made a pawn in it. You have no right to hold those dwarves and those humans prisoner, no matter what petty conflict you may have with them." Peter said.

"I have told you, Thorin Oakenshield is free to go, when he decides to. But he will not." the Elven King replied. He then looked at him very long and with a heaviness that bore into him and he said "You seem to have been associating with dwarves for far too long and you've acquired their stubbornness.".

Just then, a pair of armored guards burst into the room.

"Your majesty, the dwarves and the humans! They've escaped! We don't know how, but they're gone!" one of them said.

It all suddenly clicked in Peter's mind. This was Bilbo's plan all along! He made a mental note to congratulate him later. Meanwhile, the look on Thranduil's face was priceless.

Smiling, Peter said to him "Well, your majesty, it looks like our negotiations are over. I'll just be going now.".

And with that, he unleashed a furious blizzard into the room. The force of the wind knocked the guards and Thranduil off of their feet and Peter ran as hard as he could out of that chamber, using the blizzard as a shield as he went, and of course using his telekinesis when arrows came flying his way. Truth be told, he didn't have much of an idea where he was going. All he could focus on was getting out, and getting out alive.

How long he ran, how hard he fought, how many elves and arrows he had to use his powers on in his path, he had no idea. How he got out... that was an even bigger question, but he managed to do it, exiting through a door and stepping into sunlight once again. It had all gone by so fast, and he hadn't bothered to memorize the way out.

Just then, there was the sound of clinking boots and Elvish shouting. Peter then took off into the underbrush of the forest, raising a winter fog to cover him.


	11. Lake Town

**Chapter 11: Lake Town**

There had been many times during the quest when Bilbo later questioned the validity of his actions. Deciding to get all the dwarves and The Rugrats into barrels, and then cling on for dear life down a roaring, twisting river, all while not getting killed by orcs and elves, was one of them. It was a miracle that he hadn't drowned, and an even greater miracle that he, the dwarves, and The Rugrats had managed to get out alive.

There was a certain point in the river where the current slowed to a near halt and the shoreline was within paddling distance. After checking the opposite shore for orcs, everyone made their way to the riverbank, climbing out of the barrels with no end of appreciation and slogged their way to dry land to dry off as much as they could. Bombur, it seemed, was most grateful, and in no way did Bilbo blame him, after seeing all the rolling around that he went through.

Kili had the most difficulty. As soon as he limped a good distance, he fell onto his feet, exposing an open wound on his leg where an orc arrow had struck. Bofur, Fili, and Susie came to his aid.

Glad to have solid earth beneath his feet, Bilbo took off his overcoat and laid it on a large stone to dry, shivering with the cold that came with its removal.

Wait! Where did he put it?

Dread rising up within the core of his being, he patted the pockets of his overcoat with increased desperation.

_"Please, don't have fallen into the river!"_ Bilbo thought.

But then he remembered. He pressed his hands to his waistcoat, and felt metal in one of them. A sigh of relief passed his lips

"Oi, Bilbo, where's Peter?" Nori asked as he emptied a boot full of water.

Peter. As much as he hated to admit it, he had forgotten all about him in the chaos that led to this place. How could he?

"Oh, fool that I am. He's probably still back there!" Bilbo stammered.

"How did you lose him?" Kimi questioned.

"You told him your plan, right?" Bofur asked.

"Yes. Well, sort of. I just told him to stall for time. I just... sort of improvised the rest." Bilbo explained. He then said "Look, we've got to back and find him.".

"We can't. There's still an orc pack on our tail, and Durin's Day is nigh upon us. We have to get to Erebor." Thorin said.

"How? A lake lies between us and that mountain. And I doubt that we'll be able to use those barrels to get there in time." Balin asked him.

"And that orc pack will run us down as sure as daylight. If we try to go around it, with no weapons to defend ourselves." Dwalin added.

"Yes, but what about Peter? We can't just abandon him to the orcs!" Tommy questioned.

"Peter went on this quest of his own free will. He knew the risks." Thorin declared with an all too dreadful air of finality.

But then, they heard a voice shouting out from the top of the cliff on the other side of the river. They looked up, and any anxiety that had before festered in Bilbo's chest was washed away. He, the dwarves, and The Rugrats cheered at the sight of Peter waving at them from the top of the cliff. Peter flew across the river and back into their company.

Bilbo stepped forward.

"Peter, I am so sorry for leaving you back there. I should have..." Peter said.

"No, it's alright. It was easy to find you. All I had to do was follow the trail of bodies." Peter replied.

That earned a laugh from many of the dwarves and the other Rugrats.

"What about the orcs? How did you get past them?" Fili asked.

"I got them lost. Long enough for me to get ahead. But they'll catch up to us soon enough." Peter explained.

He looked up for a brief instant, and his eyes widened.

Bilbo looked to see what he saw. It was a grim-faced man with long black hair, dressed in a worn leather coat, aiming a long arrow made of black metal right at them, or rather, right at Peter.

Dwalin rose up, holding a stick, and charged right at the archer, only to find his weapon of choice thrown out of his hands by the archer's shot, while a knife that Kili held up to throw was also taken from his hands, all within a few seconds. The archer knocked another black arrow to his bow and re-aimed it at Peter, saying "Try anything else, freak, and you're dead.".

Realizing the position they were in, everyone raised their hands in a signal of surrender.

"Please, we don't mean you any harm." Peter said.

"Then tell me. What are you doing here?" the archer asked, never taking his aim off of him.

Balin stepped forward, though cautiously.

"Excuse me, But um, you're from Lake town, if I'm not mistaken? That barge over there, it wouldn't be available for hire by any chance, would it?"" Balin asked.

Thankfully, the archer lowered his bow off of them.

"Why? What does it matter to you?" the archer asked.

"We are simple merchants from the Blue Mountains. Seeking to visit distant relations in the Iron Hills." Balin lied.

"We need food, supplies, and weapons. Can you help us?" Thorin added.

"Since when do merchants associate with freaks?" the archer questioned.

"He is NOT a freak." Kimi stated.

She moved forward to defend him, but Chuckie restrained her, shaking his head.

"The man is simply a friend of ours from Bree. You have nothing to fear from him." Balin told the archer.

"And what would you want from me?" the archer asked.

"Passage to Lake Town, of course. We'd be willing to pay handsomely." Balin said.

The archer seemed to consider the offer for a moment. He then deposited his arrow into the quiver, and then stated "Help me get those barrels onto my boat, then we'll talk."

* * *

Sometime later, they had succeeded in rolling the barrels over the rocks and onto an aged sailboat docked nearby. The whole procession had been done with little conversation, none of the company save Balin daring to say a word to the stone-faced man. Through him, they learned that he had a small family consisting of a son and two daughters. It wasn't until the last barrel was rolled into upright position on the boat's deck that the archer, whose name was Bard, spoke.

"Simple merchants, you say? I know full well where these barrels come from," Bard said, as he indicated the places of damage on the barrels. He then said "I don't know what business you had with the elves, but it looks like it didn't end well. Besides, no one enters Lake Town but by leave of the Master. All his wealth comes from trade with the Woodland Realm. He would see you in irons before risking the wrath of King Thranduil.".

"I bet that he wouldn't." Thorin replied.

"What makes you say that?" Bard asked.

"Just take us straight to him and you will see." the Dwarf King explained.

Bilbo and Lil looked at each other, worry evident on both of their faces. What was Thorin thinking of doing?

Balin glanced over at him with that same concern, but Thorin's expression seemed to alleviate his fears. He knew what he was doing.

* * *

A few hours later, and Bard steered the company through fog-laden waters and past the colossal ruins of what must have been an ancient city of some sorts, chunks of ice glancing off the side of the barge. Amidst the grumbling of the dwarves and The Rugrats, Bilbo managed to find a seat next to Lil. She seemed lost in thought, staring off into the grey mist.

"Are you alright?" Bilbo asked.

"I'm fine." Lil replied, but something in her eyes said otherwise. There was a moment's pause before she spoke again.

"Bilbo, you once asked me if I ever thought of home. If you had the chance just to see, even visit your home again, would you take it? Just to make sure everything is okay?" Lil asked quietly.

Bilbo hadn't thought about this in a long while. Most of his concern thus far had been the quest itself.

"Well, right now... maybe, if only to make sure the Sackville-Bagginses haven't robbed me." Bilbo mused. He then asked " Why do you ask?".

"I was just curious." Lil said.

Just then, the dwarves and the other Rugrats slowly rose to their feet, awe and emotion in their faces. Rising above the fog in the distance, illuminated by the light of a setting sun, was the shape of a towering mountain.

"We're approaching the toll gate. They won't let you through so easily, Master Dwarf." Bard said.

"All I need is to speak to the Master." Thorin replied.

"You'll wind up in chains before that happens." Bard said. He then asked "What do you have to say to him that will change his mind, hm? What makes you think you will be able to see him in the first place?".

"That is for me to know, and for you to find out." Thorin said.

Lil, meanwhile, leaned in close to Bilbo and whispered "I hope he knows what he's doing.".

Bilbo couldn't agree more.

* * *

Lake Town certainly seemed to earn its name. It was a sprawling collection of wooden houses and other buildings literally set on the surface of the lake, supported by pillars going deep into the water itself. Waterways served as roads and boats as transports in this place.

True to Bard's word, the welcoming committee, led by a pale man with slick hair and an oily voice named Alfrid, wasn't very generous when they arrived.

"Now you've done it this time Bard! Since when do you bring passengers with your shipments?" Alfrid asked.

"These people have business with the Master." Bard explained.

"The Master sees no one unless he allows it." Alfrid retorted.

Peter stepped forward.

"Let us speak to your Master. It is of urgent business that we must speak with him." Peter said.

"What's your name, and what business do you have with him?" Alfrid asked.

"Take us to the Master first, then we'll will talk." Peter demanded.

"I'd do what he says. It sounds like he's serious." Bard advised.

"I only answer to the Master, and he will decide what to do with you." Alfrid said again. He then turned to the guards nearby and ordered "Arrest them, on account of... trespassing!".

The guards did as they were told, taking the dwarves and The Rugrats and clasping their hands in thick handcuffs. Some, particularly Dwalin, Chuckie, and Angelica, were eager to fight back, but a quick look from Thorin and Peter had them complying along with the rest, to everyone's silent confusion. The guards escorted them through winding paths through the town, drawing the attention of every man, woman, and child that they passed by.

Eventually, they came to the steps of a towering mansion, probably where the Master himself lived. By this time, a huge crowd had gathered, curious to see what would become of the company, who had been forced to the front.

The Master then stepped out of the doorway. He looked to The Rugrats like a most repugnant human being, with stringy orange hair flayed over a wispy bald head, crooked teeth, and eyes that squinted at the group insidiously.

"What is the meaning of this? Who are these people and what are they doing here?" the Master demanded.

The Rugrats suddenly had flashbacks to the Goblin Tunnels.

Alfrid stepped forward and he said "Pardon me, sir, but these dwarves and humans insisted on seeing you personally.".

"And you had them brought here instead of locking them away?" the Master asked.

"I was looking to get your approval on what to do with these... trespassers! Their leader looks to be a downright insurgent, sire." the lackey replied.

Peter could stand it no more.

"Hold your tongue! You do not know who you speak of!" Peter barked. He used his telekinesis to remove his handcuffs and then he gestured to Thorin and said "This is no common criminal! This is Thorin, son of Thrain, son of Thrór!".

At this, Thorin stepped forward, and everyone's attention was right on him. Excited whispers abounded in the crowd.

"We are the dwarves of Erebor, and we have come to reclaim our homeland." the Dwarf King declared.

Lil looked over at Bard, and saw the surprise and rage upon his face.

Thorin went on.

"I remember this town in the great days of old. Fleets of boats lay at harbor, filled with silks and fine gems. This was no forsaken town on a lake. This was the center of all trade in the north! I will see those days return. I would relight the great forges of the dwarves, and send wealth and riches flowing once more from the halls of Erebor!" Thorin said.

At this part of the speech, the crowd roared with approval. But then a new voice shouted out.

"Death! That is what you will bring upon us! Dragon fire and ruin. If you awaken that beast, it will destroy us all!" Bard replied, stepping away from the crowd.

Thorin seemed undaunted.

"You can listen to this naysayer, but I promise you this. If we succeed, all will share in the wealth of the mountain. You will have enough gold to rebuild Esgaroth ten times over!" Thorin continued.

Again, the crowd cheered and hollered at Thorin's words.

Bard would have none of it. Shouting again for the crowd's attention, he stated "Have you forgotten what happened to Dale? Have you forgotten those who died in the firestorm? And for what purpose? The blind ambition of a Mountain King, so driven by greed he could not see beyond his own desire!".

The Master then spoke up from atop the staircase.

"Now now, we must not any of us be too quick to lay blame. Let us not forget, that it was Girion, Lord of Dale, your ancestor, who failed to kill the beast!" the Master said, pointing straight at Bard.

"It's true, sire! We all know the story! Arrow after arrow, each one missing its mark!" Alfrid concurred.

Humiliated, Bard stepped forward to Thorin, and said something to him. What it was, Lil couldn't tell over the arguing of the people behind her.

Thorin then turned back to the Master and he said "I speak to the Master of the Men of the Lake. Will you see the days of glory return? Will you share in the great wealth of our people?".

The Master's eyes glanced upwards for a bit, lost in contemplation. Then, he turned to the guards, and said to them "What are you waiting for? Release them, for they are welcome! Welcome and thrice welcome, King Under the Mountain!".

The crowd erupted into applause as the guards went to each member of the company and unlocked the handcuffs. Lil, meanwhile, couldn't help but feel conflicted about the whole affair. In fact, there was a part of her that wished the Lake Master had said otherwise.


	12. Smaug

**Chapter 12: Smaug**

That night, the company was treated to a grand feast, although hastily-prepared. It was the finest meal that they had enjoyed since Rivendell. In the past, they had been treated as simple guests or prisoners. Now, many of the dwarves and The Rugrats reveled in being treated as heroes, drinking in both the praise and the Master's finest wine with great gusto. Songs rang through the court-hall in honor of the soon-to-be dragon slayers, and the merriment was heavily infectious to everyone.

Everyone except Lil, that is. She stood outside in the cold winter night, gazing at the moon and listening to the sounds of celebration inside. She had been inside for a good long while, eating the food offered to her and listening to the songs, but after some time she felt compelled to leave, asking to be excused and departing silently in the cacophony.

She wandered away from the hall, her path leading her through the twists and turns of Lake Town, all alone. She could hear the sounds of families inside their homes laughing, playing, and telling stories by the fire... such music was strange to her.

Her thoughts turned back to Bard and what he had said earlier. Once or twice, she had thought of the beast inside the mountain, but now, being a day away, it had become all too real. Here they were, preparing to destroy the monster and reclaim Erebor... but what if they failed? What if they were to unleash something terrible?

She found her way to the edge of town, where the buildings and bridges gave way to the edge of the lake. Across the water, she could see the mountain, towering and imposing all at once. Would she dare step foot in there? Did she even have the right to?

"Beautiful, isn't it?" a voice asked.

Lil turned in surprise to see Bard standing a ways down the gangplank, looking in the same direction as she did.

"I've looked up at that mountain all my life, knowing what was in there, what it was capable of. Never did I think that the day would come when someone would have the nerve to venture in there." Bard reminisced.

Lil felt shame weighing down her soul.

"Look Bard, I'm sorry we deceived you, earlier. You have to understand, he's just trying to bring things back to the way they were." Lil said.

Bard turned to her, asking "Tell me, what got you involved with him? How does a woman of magic become wrapped up in a dwarf's quest for gold?".

Lil then went on to tell him how she and the other Rugrats had gotten their powers and how The Watcher Of Dreams had sent them to Middle Earth.

Bard sighed, and was silent for a moment. He then replied, saying "You carry a heavy burden upon your shoulders. I can see that, and I know a similar feeling. And believe it or not, I know that Oakenshield carries a burden as well. The sin of the fathers. I know that he desires to shed it, and to do better than before.".

"Then why do you believe that he can't?" Lil asked.

"If there wasn't a curse upon the gold of Erebor, then maybe I would believe otherwise." Bard answered.

"What curse?" Lil asked.

"It is said that a sickness, a dragon-sickness, if you will, lies upon that gold. It drove King Thror mad with greed. Who's to say that Thorin wouldn't succumb to the same?" Bard explained.

"I know him. He's better than that." Lil said.

"Maybe he is. But I don't know that. All I know is that I have three children that rely on me, that need my protection." Bard said.

He then started to walk away from her, but not before saying "If that dragon is alive, and he does come, at least I'll be prepared for him.".

Before she could ask how, he was gone.

Lil remained standing there, lost in thought.

Just then, she heard a noise coming from the direction where Bard had gone, like a scuffle was going on. Concerned, she went to investigate, and the sounds of fighting grew more prominent. She could hear Bard groaning and growling. Was he in trouble?

Picking up speed, she ran to help him. But upon turning a corner, something struck her in the head, knocking her backwards and sending her down into a dizzying blackness.

* * *

Consciousness slowly returned. A muddle of colors broke through the blackness, light shone in the darkness, and muffled sounds pierced through the silence. Slowly, the lights and colors arranged themselves into sensible forms and shapes. Lil found herself staring up at the ceiling, made up of wooden bars. Then the sounds became clearer. Someone was groaning in great pain, and someone else was giving directions. Was she in some sort of hospice? It would make sense because the pain she felt on her forehead was numbed by icy cold, meaning someone had tended to her injury. Raising herself into upright position, the weight on her head fell into her lap, revealing itself to be a bag of ice. She looked around and she saw that she was apparently in a small house, with all sorts of things hanging from the ceiling and lining the walls. Peering around a corner, she could see three children, a boy with brown hair and two blonde girls, grabbing for pots and pans in the kitchen. Her eyes followed the younger of the two girls as she went around a large dinner table to the other side, where Fili, Bofur, Oin, and Susie tended to a squirming, moaning person lying on a makeshift bed. Who it was, she couldn't tell.

"Come on, hold him down! I can't work like this! Where's that hot water?" Oin grumbled.

"Can't we sedate him in some way?' Fili asked.

"We've already got one person knocked out. I don't think we need two unconscious folks on our hands." Bofur said.

He turned around briefly, and then turned around again at the sight of Lil.

"Lil!" Bofur exclaimed. He then said "Hey everyone, look who's awake at last!".

"What's going on?" Lil asked as she got up off of the bed and onto her feet, pressing her hand to her forehead. She then asked "Where are we? Where's everyone else?".

"Well, Thorin and the others went up to the mountain this morning. I guess they wanted to get a head's start before the last light hit." Bofur explained.

This morning? She had been unconscious for a night and a day?

"They just went and left you—us-behind?" Lil asked.

She thought of the remaining dwarves, the remaining Rugrats, and Bilbo, all going to face a dragon alone.

"Well, not exactly. Bofur missed the boat, but Oin and Fili are taking care of Kili and I stayed behind to help. We found you all knocked out in the open as we were on our way here." Susie said. She then asked "What happened to you, last night?".

"I... I was talking to Bard and..." Lil started to explain. She felt a desperate tug on her skirt, and looked down to see the younger of the two girls looking up at her with earnest.

"Do you know where Da is?" the girl asked.

"Da? Who is..." Lil started to ask, but it was then that Lil knew who's house she was in. She then said "I'm not sure. But I'm sure he's fine.".

"It was the spies, wasn't it? They've been watching our house for days. They must have caught Da when he..." the boy asked.

Suddenly there was a loud cry from the table. Lil rushed over to find Kili lying there, writhing in deep agony, his face deathly pale.

"What's wrong with him?" Lil asked.

"What does it look like?" Fili said.

"A wound of his has gotten infected! I need some herbs to treat the injury, but at this point the best thing for him would be kingsfoil." Oin explained.

"Kingsfoil? What is that?" Lil asked.

"That's a weed. We feed it to the pigs." the older of the two girls answered.

At that response, Bofur gave a look of pure disbelief. He then headed for the door, but not before telling Kili "Stay there. I'll be right back.".

Before Lil could ask where he had gone, Oin put her to work with the other girls in searching the pantries for different herbs and spices to put in a poultice. But as time passed, Kili's condition only seemed to worsen. How much longer could he last?

* * *

Meanwhile at the Lonely Mountain, the dwarves and the other Rugrats had successfully managed to find the hidden door to the mountain and open it. Since their way in was open, Bilbo walked down to the treasure horde so they could find the Arkenstone. Kimi also went with him.

When they got to the treasure horde, they started looking for the Arkenstone. As they searched, the two of them stayed together and kept as quiet as possible.

But as they searched, Bilbo pulled on a piece of treasure and that sent a big mound of treasure to slide down... and reveal the closed eye of a dragon.

Kimi slowly looked up and gasped as the eye started to slowly open.

"Bilbo, I think he's waking!" Kimi quietly said.

Bilbo quickly jumped down in front of a small hill of coins and jewelry, dragging Kimi into hiding with him. With her size, he almost regretted bringing her along with him. It was only luck that the giant eye didn't see them as it gradually opened and slowly blinked, with a usual reptilian pupil darting about. The hobbit soon paled, as did Kimi, at the unmistakable sound of something large moving behind them. Bilbo hesitantly pulled out a ring with one hand and took Kimi's hand.

"Bilbo?" Kimi asked.

"Kimi, I need you to hold on to me when I put this on. This should work." Bilbo said.

Before she could question him, he put the ring on. Kimi suddenly discovered that everything, whether it was colored or not, seemed like smoke. The gold, therefore, was a hazy yellow and Bilbo was a hazy figure. Then, both of their attention was directed to what rose from the mountain of coins behind them.

It's head and neck was like a snake, with cart-sized scales that were all red in color. It's head was narrow, yet large at the same time. It's eyes were a blazing orange, calmly scanning now. The one thing that unsettled Kimi was it expression. It's closed mouth hid it's teeth, showing only a menacing yet calm frown, which went perfectly with it's permanent glare and apartment sized head.

This was Smaug, the dragon.

Kimi and Bilbo both stared in horror at what they had awoken. Their fear only rose as he turned his head to look almost directly in their direction, gliding forward on his neck.

"Well? Thieves?" Smaug spoke.

Kimi nearly squeaked at the venom gushing, baritone voice that flowed his mouth. She and the hobbit now noticed his arms stalking like a cat as his head drew nearer. A short pause, then another step and an intake of breath where Kimi's shivering shoulder was.

"I smell you. I hear your breaths." Smaug said.

Kimi and Bilbo ducked low as Smaug's vibrating throat glided over them and stood once it disappeared. His head paused again before he would choose to turn his head back to them.

"I feel your air. Where are you?" Smaug asked.

Smaug's nose was rapidly approaching them. He didn't know where they were, but he would soon. Bilbo looked ready to run.

WHERE ARE YOU?" Smaug demanded.

A few moments after that, the two took off down the slope of coins. Smaug growled and gave a short chase after them, plunging snout first into the gold. Kimi saw a pillar nearby and tugged Bilbo over to it, where they hid in front, away from the dragon. Smaug rose, making coins rain from his hide.

"Oh come now... DON'T be shy!" Smaug said.

Smaug turned, and Kimi quietly gulped at the sinister thing on his face that had the audacity to be called a grin.

"STEP INTO THE LIGHT!" Smaug exclaimed.

As nothing but silence ensued, the dragon turned again, towards their location in a serpentine movement.

There is something about you." Smaug said.

The two humans peered out from the left, nearly jumping when his head appeared on the right, his eye in front of them.

"Something you carry... something made of gold. But far more PRECIOUS!" Smaug said.

Suddenly, images bombarded the minds of our heroes. Images of an fiery eyeball flashed rapidly before appearing for a good 8 seconds. Suddenly, the eye disappeared completely, the dragon's eye didn't look hazy, and neither did she. Kimi realized with horror that Bilbo had exasperatedly taken off the ring. Their attention was then directed to the eye and the massive, toothy, Demon-like smile 6ft under it.

"There you are, thieves in the shadows." Smaug said.

The first thought Kimi had was to try and use her forcefield and invisibility powers. Bilbo must have known her intentions, because his wagged his finger slightly. She decided that he was trying to say that if she used her power now, the dragon may think of someway to avoid it. They would have to do it by surprise.

"W-we did not mean to s-steal from you Smaug, the u-unassessably wealthy!" Bilbo stammered.

Seeing where he was going and having a bit of skill in flattery herself, Kimi chipped in, all while trying not to shiver at his glare.

"W-We merely wanted to gaze upon your astounding m-magnificence. To see if you were as legendary as the old t-tales say." Kimi stammered.

Smaug snarled, making Bilbo's voice rise an octave "W-We did n-not believe them!".

The dragon's head retreated the way it's neck was curled. The two humans stared at each other in curiousity, then warily stepped out. Smaug had stood to his full height. Boy, was he massive! His body was like that of a tiger, with four thick and powerful limbs and razors for claws. His tail was exaggeratedly long and was sprinkled spikes along his tail and spinal region. His wing span was most likely 180 feet, leathery and thin, yet powerful. Each scale was unique, like snowflakes with some being more worn out than others.

"Well, do you NOW?" the dragon grumbled loudly.

Kimi and Bilbo both vigorously shook their heads.

"Yes indeed!" Bilbo said.

"Oh the tales of your enormity, Smaug... are stupendous!" Kimi said.

"Tell me something, my dear." Smaug said.

The dragon's head floated closer to her and his orange glare focused on her.

"Do you think flattery will keep you alive?" Smaug asked.

"N-No." Kimi gulped.

"No, indeed! You seem familiar with my name, but I don't recall seeing your kind before." Smaug said. The dragon eyed them and he asked "Who are you, and where do you come from, may I ask?".

_"Like we have a choice for you not to."_ Kimi thought.

Out of the corner of her eye, she saw something glow blue. A quick glance told her was the famous Arkenstone in all it's glowy pebbley glory.

"We uh-I come from above the hill, he uh-lives under!" Kimi stammered, remembering Bilbo's house.

"Underhill? Above the hill?" Smaug asked.

"Yes! Underhills and Overhills my path has led. Through the air, I am he who walks on sea! She be the one who makes forcefields and turns invisible!" Bilbo started, inching towards the Arkenstone.

"How interesting. Tell me what else you claim to be." Smaug said.

Smaug slinked up, and his snout was only a foot away. The two suppressed the urge to gag at his... well let's say he needed a nice bottle of mouth wash.

"The Luck-wearer... Riddle maker." Bilbo said.

"Lovely titles. Go on." Smaug said.

Bilbo paused, then said something that reminded Kimi of a funny event.

"Barrel-rider." Bilbo said.

"BARRELS! Now that IS interesting." Smaug said.

Smaug slunk backwards, rising to his full height and he asked "And what about your little dwarf friends? Where are they hiding?".

Bilbo panicked, but Kimi suspected that Smaug would say this, if he was capable of speech whatsoever.

"Du-warves?" Kimi pronounced, pretending not to recognize the word. She then said "I'm afraid we don't recall seeing any of those around here.".

"Oh I don't think so, BARREL-RIDER! They sent you in here to do their dirty work while they drool about outside." Smaug said.

This time, Bilbo answered "Trully, you are mistaken, Oh Smaug, Chiefest and Greatest of Calamities.".

The dragon glared down at them with that sickly grin on his face, trying to feign politeness when it was clear he wasn't.

"You both have such nice manners..." Smaug said.

_"Phew!"_ Kimi thought.

"For thieves and LIARS!" Smaug said.

Bilbo and Kimi watched as the dragon's chest glowed slightly. For the most part, the dragon hadn't harmed them yet. But that could change.

"I know the smell and taste of dwarf." Smaug growled while he looked around wildly.

Kimi saw Bilbo reach very slowly for the Arkenstone from the corner of her eye.

"No one better! It is the gold! They are drawn to treasure like flies to dead flesh!" Smaug said.

As Smaug slammed his clawed hand down, it jolted the piles of gold. Coins tumbled down the steep slopes, taking the Arkenstone with it. Bilbo gave chase.

"Bilbo!" Kimi exclaimed, then chased him down the hill.

She wondered why the dragon didn't do the same, but she realized that he didn't have to move very far. Lucky for them, Smaug was too busy seething over dwarves. The closest he ever came before angrily slamming into one of the stone columns was leaning down to roar.

"Did you think I did not know this day would come?! That a pack of CANTING dwarves would come CRAWLING BACK TO THE MOUNTAIN?" Smaug shouted.

Outside, the mountain shook with the sounding of falling pillars. The Rugrats and dwarves alike looked around.

"What was that?" Angelica asked to no one in particular.

"An earthquake?" Thorin replied.

"That my lads..." Balin started to say. He grimly turned to face them. His face was filled with shock and grief at what he knew it was. He then said "Was a dragon."

The same look Balin bore passed to everyone as they looked up the mountain. Chuckie silently hoped that the two friends, one being very close to him, survived.

"Kimi..." Chuckie whispered.

* * *

A deep rumble in the earth caused the house to shudder, shaking dust and sand from the shelves and ceiling, and hushing everyone into a terrified pause. The boy looked towards out the window.

"It's coming from the mountain!" the boy whispered.

The mountain! Lil thought of the dwarves, the other Rugrats and Bilbo, especially Bilbo. Why was it that fate decided she should here and not with them, where they needed her? What about Bilbo? He had told her he was the burglar. Did that mean they had sent him in there all by himself?

What if they were failing? What of the three children who had allowed them in their house?

Susie turned to the boy and said "You, take your sisters and leave us. Get to somewhere safe.".

"We can't! Not without Da." the boy protested. He then asked "Where are we to run, anyway?".

Susie didn't know the answer.

Lil shook her doubts away. Maybe they were handling the dragon just fine, and she was being paranoid? Was there a need to fear? With these thoughts calming her, she turned back to helping Kili.

As she did, she prayed that the others wouldn't be hurt.

* * *

Kimi couldn't even remember the last time she had to run this fast. Sure, she was a sprinter, but she didn't like it. Not to mention that swimming wasn't a good thing she did, especially seeing as how she and Bilbo were practically doing so through gold coins. They burst out just after Smaug's massive hand slammed down on their area of escape. Overhead, his venomous voice echoed.

"The King under the mountain is DEAD! I took his throne! I ATE his people, like a wolf among sheep!" the dragon growled.

They had to leap down a short circle of stairs just to avoid being nonchalantly rammed by his snout. This proved to be a bad idea as they ended up tumbling down a very steep hill of coins. Smaug didn't seem to notice.

"I kill WHERE I wish, WHEN I wish!" Smaug boasted, his reptilian jaws open wide when he pronounced things with an 'I'.

"My armor is IRON!" Smaug exclaimed.

With his head darting forward and his wings outstretched, the mighty creature glided down the slope after them, with his four unwinged limbs tucked underneath him. Kimi and Bilbo had halted under a large alter just as the dragon landed on the top. She heard Smaug shift his weight from his perch and four giant feet appeared to her right.

"NO BLADE CAN PIERCE ME!" Smaug shouted.

* * *

There was a bumping sound that came from the outside. The elder girl ran outside to the balcony.

"Da? Is that you, Da?" the girl called out.

Inside, the group heard thumping sounds coming in from above, as if something—many somethings—were walking on the roof.

Something landed on the balcony outside, uttering a hideous howl and the elder sister ran inside screaming and slamming the door shut. But it was kept open by an orc blade. The owner forced his way in, leering in with a fearsome snarl. Lil and Susie recognized the garb the orc wore. It was similar to the kind that the followers of Azog had worn.

Instinctively, Susie used her super speed to hit the orc's face with incredible speed, which sent him back out the doorway. But then another orc threw open the front door, only to be repelled by Oin throwing several dishes at it. Three more orcs crashed in through the ceiling, and engaged everyone in battle. The girls ducked under the table for safety, while the dwarves, Lil, and Susie did their best to fend off the fiends with whatever they could use, even their bare hands. Lil, meanwhile, became more and more overwhelmed, having to maneuver around furniture and dodge the swinging blades aimed to kill, she had very little opportunity to do more than throw ice bolts, and even that wasn't doing much to protect her from the frighteningly determined orc bearing down on her.

Suddenly, the table was flipped onto its side, hitting Lil in the side and causing her to stumble. She heard and felt the wind of metal swinging over her head as she fell onto her knees. Looking up, she watched the orc raise his blade, ready to strike down. But was thwarted when a fire-haired elven woman jabbed her dagger into his throat, black blood flowing onto her hand. She withdrew the blade out in an instant and the orc fell to the ground, drowning in its own blood. This woman was the same red-haired woman Peter had seen speaking with Thranduil back in the Woodland Realm. The elf then set upon the other two orcs with unparalleled ferocity, taking them by surprise.

Through one of the holes in the roof, Legolas dropped in and joined the fight. Lil rejoined as well, taking courage with the unexpected reinforcements. Caught up in the heat of battle, she whirled around and casted frost at whatever orc was unfortunate to come in her way, adrenaline fueling her actions.

And then, almost as soon as it was started, it was over. Gathering themselves, Lil and Susie looked around at the damage. The bodies of dead orcs lay strewn across and draped over damaged furniture, some missing limbs and heads. The two elves looked silently over their work, while the children stared in awe at the damage from behind the overturned table.

"You killed them all." the boy said in wonder.

"There are others!" Legolas declared, as he headed towards the exit. He then said "Tauriel, come.".

Lil and Susie looked over at her to see the she-elf standing over a heaving Kili, who had wound up on the floor during the battle, with Fili and Oin at her side. She seemed unsure of her actions, torn between the dwarf at her feet, and her superior.

Legolas repeated her name again, and went out the door, but she stayed behind.

Lil went to Kili's side. Looking up at Tauriel, she said "Go, it's alright. We can take care of him.".

"No, you can't! He's been poisoned by a Morgul blade. Death will take him soon." Tauriel replied.

Lil could see confusion and fear in those formerly fearless eyes... and was that longing as well?.

"Is there nothing we can do?" Susie asked.

Just then, Bofur stumbled into the room, holding a small bundle of green plants tipped with white flowers in his hand.

"Sorry I'm late. I got distracted by an orc along the way." Bofur said. He then looked around and asked "What in the blazes happened here?".

Tauriel saw the plant in his hand, and her eyes became alight with hope.

"Athelas!" Tauriel whispered, and snatched the plant out of the hapless dwarf's hand. She then looked at the children.

"Quick! Get me some hot water!" Tauriel instructed them. She then turned to the dwarves and said "Get him onto the table.".

They all did as they were told. Upon receiving a bowl of hot water, Tauriel doused the kingsfoil in it and ground it into a paste in her hands.

"Will it help?" Susie asked.

"Hopefully it will." Tauriel answered.

"What is that supposed to mean?" Lil asked.

"It means we're running on a huge gamble. It may or may not work." Tauriel said.

Susie turned to Tauriel and she said "Give that to me!".

"What can you do?" the elf asked incredulously.

"Just tell me what to do, and trust me." Susie said.

Reluctantly, Tauriel handed her the paste.

"Rub it directly onto the wound." Tauriel instructed Susie.

Telling the dwarves and Lil to hold their agonized brother down, Susie exposed the wound on Kili's knee. The flesh around the injury had become blackened, while the wound itself leaked blood and some sort of ooze. Following Tauriel's instructions, Susie applied the paste generously, massaging it directly into the flesh. Kili shouted out in pain at the cold and it was almost enough to make her recoil backwards. The two girls joined the dwarves and Lil in holding Kili down.

"Don't stop," Tauriel commanded, moving behind Susie. She then said "Now, repeat after me.". The elf then chanted words in her mother tongue. Susie did her best to follow along, stumbling across some of the words, but after several repetitions, she soon got the handle of it. She shut her eyes, and focused on the rhythm of the words, translating it into the motion of her hands upon Kili's leg. She felt hypnotized by the motion of the foreign words upon her tongue, and she felt a power flowing from within her. Not a power as she was used to, but a different, noble kind that grew stronger with each repetition. She hardly noticed that Tauriel had ceased to speak the words into her ear. She was lost in the chant, lost in the magic of the moment.

She felt herself being pulled away, her senses returning to her. She looked around, and saw that everyone had gone silently, even Kili had calmed down significantly, now lying somewhere between wakefulness and sleep. The color had begun to return to his face.

Tauriel gazed at him, and then looked at Susie gratefully.

"Thank you, thank you." Tauriel whispered.

Susie backed away, allowing Tauriel to wrap bandages around Kili's leg, while Oin looked on admirably.

* * *

"It was Oakenshield! That filthy dwarf Usurper" Smaug pressed.

_"Usurper? What could he mean?"_ Kimi thought, darting to hide with Bilbo behind a pillar.

Her attention was directed to a familiar glowing stone just outside of hiding. The dragon crept past it swiftly.

"He sent you here for the Arkenstone, didn't he?" Smuag seethed.

Bilbo saw his chance and began running out while Kimi stalled.

"We have no idea what you're talking about!" Kimi exclaimed.

The dragon turned fiercely, forcing Bilbo to turn and hide with Kimi as Smaug stomped back.

"DON'T bother denying it! I guessed it's foul purpose some time ago!" Smaug chuckled.

Bilbo saw the dragon's hand slam next to a pillar, thankfully not noticing the Arkenstone.

"But it matters not... Oakenshield's quest will fail." Smaug said.

Kimi dared to look out. The dragon gave a far off stare at the ceiling. From what she could tell, he was imagining something.

"A darkness is coming. It will spread to every corner of the land and consume all who oppose it." Smaug said.

_"What could he mean?"_ Kimi wondered.

"However... you may not have to fret over your demise being at it's hands. Oakenshield can do that." Smaug said.

Kimi blinked and so did Bilbo. Why would Thorin kill them? He needed them to get the stone.

"What?" Kimi asked.

"Oh, you poor creatures. So blind to his ultimate desire. You are being used, thieves in the shadows. You are only ever a means to an end." Smaug said.

_"No! We're not being used. We can't..."_ Kimi thought.

"That coward, Oakenshield, has weighed you the value of your lives... and found it worth nothing!" Smaug said.

Bilbo closed his eyes briefly, shaking his head.

"No, no, no... y-you're lying!" Bilbo said.

Kimi could feel the massive grin from the dragon as she had to indure his taunts.

"What did he promise you? Friendship? Love, perhaps? A share of the treasure?" Smaug asked.

The dragon placed his forearms on the roof, glowering massively. Kimi and Bilbo crept to the farthest pillar. They would try to make one last effort to grab the Arkenstone. They prepared to run, while the dragon declared while hissing.

"I will not part with a SINGLE coin... not one peace of it!" Smaug said.

They both ran towards it, hoping to make it. A thick tail swiped them into the air, thanks to the angry dragon.

"ESPECIALLY with no way to force me!" Smaug shouted.

They tumbled down another slope, stopping only after between two more altars, two feet away. The dragon marched down, angrily swiping pillars away and sometimes crushing them with his jaws.

"My TEETH are SWORDS! My CLAWS are SPEARS!" Smaug said as he swiped a pillar.

As Kimi and Bilbo warily stood, the dragon put one hand on the left roof, and the other on the right. His wings spread apart to their full length.

"My WINGS... ARE A HURRICANE!" Smaug shouted.

Kimi almost smiled. Smaug's roaring WAS terrifying her and it seemed he was going to kill them. But she noticed one major thing.

A scale from the dragon's chest was missing.

"That's interesting." Kimi whispered.

"What did you say?" Smaug asked.

The two jumped and Kimi stammered "O-oh, nothing! Just that your reputation proceeds you, Oh Smaug the... Tyrannical!".

Smaug's chest glowed reddish orange.

"Truly you have no equal on this earth..." Bilbo said.

Kimi turned to see what had caused the hobbit to trail off. All three saw the Arkenstone nearby. Smaug was the only one to speak.

"I am almost tempted to let you take it. If only to see Oakenshield suffer... watch it destroy him... watch it corrupt his heart and drive him MAD." Smaug said.

Slowly, Kimi's breathing dragged out. Her eyes narrowed, her eyebrows pointed down and she gritted her teeth. She was angry. Dragon or not, this... thing could NOT insult any of her friends.

"But I think not. I think our little game ends here." Smaug said.

"Yes! It DOES!" Kimi shouted.

To Smaug's brief surprise, a large forcefield was then thrown at him. But it didn't even make him flinch.

"Really? Just... really?" Bilbo asked his taller friend.

Kimi slowly shook her head. Obviously, all bravery was gone.

"My mistake! It seems you are not a thief, but a FREAK!" Smaug exclaimed.

Smaug prowled forward like a lion among mice. Bilbo and Kimi backed away and the hobbit's hand reaching for his pocket. Smaug's chest glowed again.

So tell me... freak! How do you choose to DIE?" Smaug asked Kimi.

Smaug then darted forward to their area. His fang filled jaws separated wide and the glow from his chest went to his tounge. In a small amount of time, his jaws snapped shut... over nothing. Smaug glared in pure fury, then reared back. He darted forward again, but this time a humongous blast of fire flowed from his jaws and onto the floor. The plasma spread across the floor, but unbeknownst to him, Kimi and Bilbo had bolted away. After spotting their way in, they quickly stopped at the wall and Bilbo took off the ring.

"Not to rush, but we should probably run." Kimi said as she warily listened to Smaug's rage filled roars.

Bilbo nodded and they took off from the fire roaring dragon.

* * *

Thorin ran down the corridor halls, determined to find Bilbo with Peter and Chuckie at his heels. And wouldn't you know it, they go out an opening and run smack dab into Kimi and Bilbo.

"Kimi! Bilbo!" Peter exclaimed happily as he hugged them.

"You're alright!" Chuckie said.

"More or less." Kimi said.

Thorin searched their hands and he asked "Did you find the Arkenstone?".

Kimi flinched as she realized that in their haste to retreat, they didn't grab the Arkenstone. Afraid to tell Thorin that they'd forgotten it, she as well as the hobbit remained eerily silent for a long time. It was probably still there... with that dragon!

At the thought of Smaug, she glanced behind her and began walking towards the open hall.

"Uh, we really should be..." Kimi started to say.

CRANGG!

Kimi gasped as Thorin suddenly slammed his sword against the opening. Slowly, the pointed end crept up to rest just above her collar bone. Kimi stared at Thorin's expression of frustration.

"T-Thorin?" Kimi stammered.

Chuckie took a step forward and he said "Thorin, put it down.".

Thorin did so, but only because of a ragged breathing sound. Everyone turned slowly to see a large dragon 60 yards away. Smaug's eyes turned to slits as he stared at them, while Thorin and Peter took up defensive stances in front of the other two. Suddenly, all of the other dwarves and the other Rugrats appeared from the clearing and gulped at the sight of the angry Smaug.

"On my mark, we all jump behind us." Peter commanded.

The Dragon gave a massive, mountain shaking roar and he shouted "YOU WILL BURN!".

Smaug charged forward with his jaws ajar and his throat flaming.

"NOW!" Peter shouted.

They all immediately jumped backwards, barely dodging the incinerating fires of Smaug.

* * *

The group sprinted on, motivated by the sound of more fire being blown just as they discovered a door. They opened and dashed in. Peter gasped and pointed at Thorin's cloak.

"Your jacket's on fire!" Peter said.

Thorin yelped as Peter sent cold wind to vanquish the fire. He nodded, then began staring around them. Everyone followed his gaze and they gasped.

The room was filled with armor and skeletons. There were gruesome bodies with parted jaws and missing eyes and blood was spattered across the floor. The dwarves looked upon these with sadness and despair, remembering some of the faces. But Thorin tightened his fists.

"No! We are not to die this way. If the dragon wishes to kill us, I won't go without taking off a hand of his! We are the dwarves of Erebor and we have come to reclaim our homeland. If this is to end in fire, then we will all burn together!" Thorin said.

Although put in the wrong word use, everyone in the room proudly smiled and cheered.

* * *

As they ran out of that room, Peter turned to Bilbo and the dwarves and he said "Guys, go somewhere else in this mountain. Me, Tommy, Chuckie, Phil, Angelica and Dil can handle Smaug.".

"Are you sure?" Bilbo asked.

"Yes, go! We'll be alright." Peter said.

Reluctantly, Bilbo and the dwarves ran ahead.

"Alright, let's do this!" Kimi exclaimed.

Peter turned to Kimi and he said "You should go too Kimi.".

"What? Why?" Kimi asked.

"Because we don't want you getting hurt." Chuckie said.

Kimi thought about it and then she sighed.

"Alright. But guys, please be safe." Kimi said.

"We will. Don't worry." Phil said.

Kimi nodded and she ran in the direction that Bilbo and the dwarves had went.

The other Rugrats then turned in another direction and they saw Smaug walking in another direction.

"Hey, you!" Angelica shouted.

Smaug turned to their direction.

"We are taking back what you stole!" Angelica shouted.

Smaug started walking to them and he said "You will take nothing from me! I laid low the dwarves's warriors of old! I am still terror in the hearts of men! I am king under the mountain!".

"These are not your lands! These are the dwarves's lands!" Tommy said.

Smaug let out a low laugh and he said "Foolish boy! So blind to Oakenshield's desires. And for that, you will be punished!".

With that, Smaug let out a blast of fire. However, Peter also let out a blast of fire and his fire consumed Smaug's fire.

Smaug looked at him with an amazed look.

"A worthy opponent. But no matter, you will fail!" Smaug said.

He then let out another blast of fire at Peter, who created an ice shield. But the fire burned a hole right through the shield. Smaug was then about to breathe out more fire when he was caught by surprise by a massive rock thrown at him. He then turned to see Chuckie and he prepared to let loose more fire. However, he yelped in surprise and he looked down to see Angelica with her claws dug into his armor.

Angelica then felt herself thrown into the air when Smaug used his tail to pick her up and throw her away. He was then about to charge at her when he felt something try to take off his scales. He looked to see Dil with his hand outstretched because he was trying to use his magnetic powers to manipulate Smaug's armor. It didn't work and Dil stared in shock.

"Nice try boy!" Smaug said.

He then let loose a blast of fire and Dil had to fly into the air in order to avoid getting burned.

Tommy saw that and he stretched his arms out and grabbed onto Smaug and wrapped himself around the dragon. However, Smaug saw this and fire appeared between the cracks on this skin. Tommy felt the fire and he unwrapped himself and fell to the ground. Smaug then looked down at him and opened his mouth to breathe out fire. However, he felt himself thrown 50 feet away when Peter used his telekinesis. Peter then trapped Smaug under a pile of ice.

Smaug looked at him and he asked "Do you honestly think this will hold me?".

"No." Peter said. All he needed was time.

Smaug then suddenly burst through the ice and the pieces of ice flew through the air and hit everyone before they could react. The pieces of ice fell onto them and trapped them on the floor.

Smaug then snorted and he ran in the direction that the dwarves, Bilbo, and Kimi had went. He then ran into the room in which Kimi and Bilbo were in.

"You! Think you could deceive me?" Smaug asked, upon seeing them in there. He then said "You come from Lake Town.". He then thought of something and he asked "Hey, is there some sort of scheme between those filthy dwarves and those miserable lake men? With they're windlances and they're black arrows!". He then said "Prehaps it is time I payed them, a little visit!".

"Oh no!" Kimi whispered.

Smaug then ran out of the room and charged out the front gate of the mountain. He spread out his wings and then flew into the air and started flying to Lake Town.

As he flew, Smaug declared "I am fire! I am... DEATH!".

Back at the Lonley Mountain, Kimi and Bilbo had gotten outside and they were watching Smaug as he flew off.

"What have we done?" Bilbo whispered.

* * *

Back in Lake Town, Lil moved to another part of the house, taking in deep breaths and urging herself to relax. She sat there in her silence for a long time, thinking over all that had happened. It was almost too much for her.

She then looked over at Tauriel watching over Kili, and was shocked, and somewhat touched, to see their hands touching gently. Last time she checked, dwarves and elves didn't mix.

A soft fwoomph sound caused the air to shudder.

Alerted to the sound, Lil looked out the window. In the dark of the night sky, she saw a winged shape in the air. Was it a bird of some sort? No, birds didn't fly on such huge, bat-like wings.

Her heart suddenly began to pound faster. No... it couldn't be!

A voice roared into the night and shook the air. It was a harsh, guttural voice somewhere between man and beast, that seethed with rage and the desire for vengeance, saying "Citizens of Lake Town, you have been found guilty of treason, and conspiring with thieves, freaks, and assassins. Your punishment: death, by FIRE!".

And then the next couple of houses burst into flame.


	13. The Attack On Lake Town

**Chapter 13: The Attack On Lake Town**

Outside, the fire exploded into a massive, burning inferno, engulfing all that came within its reach. Grabbing the little girl, Lil leapt away from the window and onto the floor, the two of them landing on the headless body of a dead orc as fire and smoke billowed through the opening, setting the curtains and parts of the ceiling alight with their heat. The resulting flames began to spread quickly to the rest of the house, devouring away the wood that made up the building.

"Out! Everybody out!" Tauriel shouted.

Helping the child onto her feet, Lil took her hand lightly and headed to the nearest exit, right behind Tauriel who led the way, and Fili, Bofur, and Susie who carried Kili between them. Heading down the stairs, they entered not the cold of the night, but instead the searing heat of firelight. Lil stared in horror at the scene around them. It had barely been a few minutes, but already it seemed that heck reigned supreme as the fire consumed the houses around them, bathing them in horrible red and yellow light and sending smoke high into the air, blackening the sky above them. The screams of humans and animals alike pierced the night, and she could see men people running in panic and terror, some of them were being burned alive, jumping into the icy water to put out the flames.

She turned to see that the others were climbing into a longboat, ready to flee the destruction... all except the boy, who was arguing with Oin.

"I can't! I have to go find Da!" the boy protested.

"Don't be a fool, lad! Wherever he is, there's nothing you can do!" the dwarf argued.

"You don't understand, he's the only one who can kill the beast! He hid his last black arrow nearby! I have to find it and get it to him!" the boy said.

"You don't even know where your father is!" Oin said.

"Yes I do, and I'm going to save him!" the boy said.

Before Oin or anyone else could say anything to sway him, the boy took off, sprinting past Lil and into the burning town.

There was another sound that she could hear, though faintly over the roar of the inferno. In another house, she could hear a child crying, calling out for her mother. Through the window of the burning house, she could see dark human shapes huddled together, trapped within their very own home by the ravenous fire.

Her own heart burned within her, and tears came to her eyes.

"Lil! Come on! What're you waiting for?" Bofur called out from inside the boat.

It was a perfectly good question.

To the other's surprise, Lil ran over to the other side and jumped off the deck. The water instantaneously turned to ice beneath her feet, allowing her to cross over effortlessly. The closer to the house she got, however, the heat increased tenfold, forcing her to raise her arms as a shield. Summoning the strength within her, she unleashed a blast of arctic wind and ice, relieving her of the baking heat before her and dousing the fire, allowing her to climb onto the deck and kick the door open. She was greeted again by baking heat and she greeted it with a blast of frost, extinguishing the flames within her path as she entered the house. Her eyes and throat stung at the heavy smoke, nearly blinding her. Regardless, she cast her frost and snow around her, reducing the smog in her way. Eventually it cleared, and she could see a mother and her two small children huddled together, staring up at her in awe of her power.

"Come on! Get out of here!" Lil cried.

Her voice shook them out of their stupor, and they obeyed. They didn't speak a word to her as they followed her out the door and ran for the nearest boat, but gratitude showed itself in their gaze as they went.

There was a terrifying roar above in the sky. Lil looked up to see a massive shadow glide over her, its wings sending a powerful gust of wind to fan the flames. It descended slightly, and a long scaly tail smashed through several houses, shattering them into pieces before the owner ascended back upwards, accompanied by the screaming and wailing of countless Lakemen.

But all Lil could focus on were the human lives being extinguished around her, and she could not bear to let any more be lost, not on this night.

She ran like she hadn't run before through the town, braving the heat, pushing through and dodging herds of panicked men and women, and casting ice and frost everywhere she went, as much as was needed to fight the fire and save the dwellings from collapsing in on themselves. After some time she came up to a large house, smothered in fire and smoke, where the cries of a hundred people could be heard. To free them, she directed massive icy winds that smothered the flames with cold and snow. There was a moment of silence, but then the inhabitants began to pile out once they acknowledged the fact that death would not claim them. But Lil was far from finished. She ran on to the neighboring houses, doing them a similar service.

As she went, a platoon of guards with bows and arrows marched past her, looking up towards the sky for some sign of the dragon in the smog. It came, and immediately they loosed several arrows at the creature. But the shadow passed on, continuing to spread destruction as if nothing happened. They ran on after it, shouting and cursing, and briefly looking at Lil's work with no small amount of surprise.

Lil herself moved on, continuing to spread ice and snow wherever she went. She found a section of the walkway where parts of it had been smashed or burned away, trapping a large family against a wall of fire. Without hesitation, Lil raised a bridge of ice out of the water, allowing the family to escape. She moved on, and used a blizzard wind to destroy the flaming barrier... exposing the shape of the dragon coming straight toward her in the air. From its maw, a firestorm erupted. Instinctively, Lil shielded herself, and the waters of the lake moved in tandem, rising upward and freezing into a cocoon of ice all around her. The inferno came to meet it, and even within her shell, Lil could feel the agonizing heat as it ate away at her wall. In response, she continued to push more ice against it, until the fire and smoke had passed. Even with her strengthening it, the ice had been severely reduced and it was a miracle that the dragon fire hadn't broken through. It had done a good job of incinerating everything else around her. Briefly she turned to see the shadow glide over the lake. Casting more and more ice, Lil went on her way, giving thanks that her life had been spared then.

On and on she fought the fire, but the more flames she put out, it seemed there was plenty more to take their place. Sweat ran down her body in torrents, and her joints ached at the effort she put forth. Was there no end to this war? Would the dragon's wrath never run out? In spite of these thoughts, she willed herself to keep moving. To her relief, she could see flotillas of laden boats moving over the water, away from the town and toward the shore. At least her work hadn't been for naught.

Lil felt a hot wind brushing her from behind, and saw the faces of the men and women in the boats look up in terror. She turned, and too late she saw the massive form of the dragon come swooping towards her, its broad wings spread out and its clawed feet opened and stretched towards her. As the dragon came over, it clutched the two ends of the walkway in its talons, and with a beat of its wings, Lil found herself and the wood beneath her feet lifted high into the air. Reaching down and clinging on for dear life, she looked down and saw the blazing town shrinking and shrinking, until she could see the entirety of it as the wind roared in her ears. The dragon then began to fly away from the town, moving towards the center of the lake.

It was there that the dragon loosened his grip, and Lil felt gravity take hold again. The water came towards her with increased speed, and she found herself flying off of her platform. It hit the surface first, throwing up white columns of water in a tremendous splash. With barely any thought as to why, Lil threw out her hands and turned the spray into fresh powder, and her power spread to the lake, turning it into solid ice and providing a surface for her and the new snow to land on. She rolled out of the snow, and the water immediately below her began to freeze more and more, until it spread like fire itself across the lake.

Lil struggled to catch her breath. Her whole body felt weak, overwhelmed by the sensation of her experience. With much exertion, she managed to climb back onto her feet, and take a look around. Here, the moon shone bright, allowing her to see everything around her clearly. Behind her, Lake Town seemed far and away, but the glow of the fire consuming it lit up the sky and smoke above it. Before her, the mountain stood silent and imposing, careless, it seemed, as to what happened to those who dwelled in its shadow.

Then the perpetrator arrived. He glided in from above, and landed gracefully upon the solid ice, nevertheless causing the surface to shudder with his impact.

Lil got at last a good full look at the enemy, and her heart beat faster and grew colder with fear and awe at the sight.

"Well, well! Another freak for me to face in battle! It will be a pleasure to destroy you." Smaug said.

The dragon moved forward. Lil raised a huge wall of ice between her and the beast, giving her time to put some distance between her and him, but he let loose a huge burst of flame, melting a hole in the wall.

"An impressive power, indeed. But you will have to come up with better tricks than that." Smaug remarked, poking his head through the steam.

In response, Lil summoned legions of icicle spears, pointed towards Smaug. But he charged right through, the points failing to pierce his hide.

"You are allied with those miserable dwarves and those other freaks, aren't you? I can smell it on you! You came with them to steal what is mine, along with their little thieves in the shadows! And now you dare to impede judgment upon these pathetic Lake men!" Smaug demanded as he crawled through.

"They don't deserve this! They are innocent! Leave them alone!" Lil shouted.

"They would dare to steal my treasure! And now they will pay the price. But first I must kill you, for coming to their aid with your powers." Smaug countered.

As the dragon came toward her, a pillar of fire escaped his jaws. Lil summoned a gust of icy wind, deflecting the flames away from her, and then a huge pillar of ice that rose from below, and shattered into pieces above the dragon, pinning him to the ground. But even though he struggled underneath the weight, he seemed undeterred by this.

"Do you truly believe this will hold me forever?" Smaug sneered.

"No!" Lil answered. All she needed was time. She then pleaded "It doesn't have to be like this! No one should have to die this night. Please, leave this town, leave this kingdom, and leave in peace.".

"And abandon the spoils of my conquest to thieves and robbers? I have guarded that treasure for far longer than you have drawn breath, and I will not give it up at the request of a foolish young human. Smaug said.

He suddenly burst out of the ice, reached out and pinned her underneath his massive hands. She could feel the very heat radiating from his skin.

The dragon arched his neck and looked down at her with those terrible yellow eyes. His jaws opened, and she could see the light of fire from within his gullet... but then he paused for a moment, a thought passing through those eyes.

"Then again, perhaps I should. Perhaps I should take my leave of this place, and go far, far, far away, and let Oakenshield take his kingdom and fulfil his quest. Then you can watch as that Arkenstone of his warps his mind, blackens his heart, and leads him to break whatever promises he has made. Then you can watch as the men of the lake go to war with their so-called allies, spilling blood and breaking oaths, all in the name of prosperity and lucre, and I can feast on whatever is left of them." Smaug growled.

His words filled her with fear and despair.

"You—you lie!" Lil cried out.

"I think not." Smaug replied, reveling in her pain. He then said "For you see, I can see the darkness growing within him, twisting and corrupting whatever good was in him before... much as I can see it in his little male burglar.".

"What are you talking about?" Lil asked.

"Should I tell? Perhaps not... but perhaps you NEED to hear this." Smaug mused. He then said "He fancies you, you know. I looked into his mind, and I could see you there. Yes, my dear, he thinks so dearly about you. Much more than you can imagine. But sadly, you are second in the thief's priorities, for you see, he carries something with him. Something made of gold, but it gives him power... I don't quite know what it is myself, but clearly it means far more to him than you do. Perhaps I can kill the rest and let the two of you live, so you can see it destroy him as well. So you can see if he still thinks you as much as he does his... precious.".

Lil didn't want to believe him then, and she refused to... but then her thoughts turned back to that night in Beorn's house, when she had seen him awake in the night, playing with something she could not see.

"Or, even better, I can leave this land entirely, and establish a new domain elsewhere." Smaug suggested. He then said "So many places to choose from... but I do seem to recall one in particular. Of course you would know all about that, wouldn't you, Miss Deville?".

No. It couldn't be, she thought. How could he know?

"I—I don't know what you're talking about!" Lil said.

"Don't bother denying it! I guessed your identity the moment I saw your powers, Lillian Deville. And I have seen your home and your entire world myself." Smaug said.

"How?" Lil asked.

Smaug smiled and quietly laughed.

"You have no idea how much the Star Gems can alleviate boredom, my dear. It is rather pitiful, the state your world is in. With so much violence in your world. And who knows? I have never bothered to use Thranduil's star gems as a portal never believing such a purpose could be achieved, but now that you're here... perhaps I can use this opportunity to become the wealthiest dragon not just in Middle Earth, but everywhere.". He then said "But perhaps not. I rather like what I have going on for me here and now. Besides, if I were to leave, who would protect these people from their own avarice? Who would guard them from their own lusts? You see, my dear, I am the only thing standing between them and war. I instill terror into their hearts and preserve the peace, thereby. I rule this land. I AM KING UNDER THE MOUNTAIN! And you have dared to disturb that peace. For that, you must be duly punished. You, the dwarves, those other freaks, and your dearest burglar, will all suffer my wrath!".

In that moment, Lil noticed something about the dragon's left chest. It was small, but from here, she could see a dark patch, as if a scale was missing right above his heart.

With that, Lil realized that she still had a chance to live.

Firelight appeared in the dragon's maw, but Lil was not about to die tonight. Filled with a fire of her own, she shouted and raised a multitude more ice spears from below the dragon, forcing him to lift into the air, and freeing her from his grasp.

She stood back up onto her feet, and the wind began to swirl around her, laden with snow.

"You are no king! Out of all of us, YOU are the thief! And your reign of terror ends tonight!" Lil declared with force.

The huge reptile roared and charged straight towards her, but she countered the attack by lifting up the ice below him, knocking him off of his feet. She then sent a wave of ice towards him, but he dodged the attack, and exhaled a firestorm from his maw. She flew into the air, escaping the fire, and she raised several columns of ice for her to jump onto.

"Fool! Thinking you can defeat me! Entire armies have fallen before me!" Smaug roared.

He then began to scale the columns after her, climbing with incredible speed. But before he could snap her up, she jumped, and summoned a slide of snow to land on. As she sped, she twisted around and directed a blast of cold air and frost at Smaug, but all this did was slightly unbalance him. He leaped off of his perch and rammed the bottom of the slide, forcing Lil to jump off onto the ice. In her hands, she created a snowball and made it bigger and bigger before launching it at the dragon's face, blinding him with snow. As he growled at the pain, she took the opportunity and ran straight towards him, sliding underneath him. She saw the patch in his chest, and took her chance. She cast pure ice, as much as she could in the brief span of time, straight into the heart before sliding out again.

Getting herself to a safe distance, Lil watched as the dragon roared in terrible pain at the frigid cold in its chest. She wasn't entirely sure what would happen, but if all went right...

The dragon writhed around, hissing and screaming, and Lil saw ice spreading from where she had hit her mark. It was working, whatever it was, it was working.

But then the dragon stood still, and began heaving in and out, in and out. A reddish colored glow appeared in cracks throughout his underbelly like magma within the earth, and to her shock, the ice began to melt from his heart. He turned his head towards her, and she saw fierce rage and hatred burning within his eyes.

"Clever girl! But that won't save you." Smaug hissed.

Smaug then flapped his wings, blowing a huge gust of heated wind in her direction that sent her flying off of her feet and rolling onto the ice. He then let loose more fire, but Lil used her powers to propel herself away as the flame ate away at the ice, and caused it to break into chunks and pieces and sending up clouds of steam. She found herself adrift on a large piece of ice, and watched as the dragon jumped and flew into the air, each beat of his wings lifting him higher and higher. Lil took this opportunity to send a hurricane wind in his direction, trying to knock him off course, but the dragon only flapped harder and harder against the current. She could see, however, that he was slowly becoming more and more exhausted. She then sent forth a massive blast in his direction, striking him and sending the dragon back again.

But then she found herself becoming exhausted. She collapsed onto her knees, her whole body becoming weak and her breathing becoming laborious. In her state she looked up, and saw the dragon banking around and coming towards her, the yellow glow visible between his teeth. Her spirit willed it, but she could barely lift up her arm to defend herself.

_"So this is how it all ends? I'm so sorry, Bilbo, Thorin... Phillip. I've failed you all."_ Lil thought.

Smaug came closer and closer with every wing-beat. He let loose a terrible roar as he drew near, and Lil braced herself for death by fire.

But it never came.

Instead, she heard something whistle above her, and a thud, followed closely by the dragon letting out a sharp scream of pain and agony. She looked up, and saw him spasm in the air and she could also see in his chest the shaft of a black arrow, buried deep within the flesh of the animal and letting out a fountain of blood.

Smaug rose up into the air in his death rattle, his glowing eyes wide at the shock and pain, and then began to fall. He fell into the ice and crashed on through into the lake, sending up huge waves and billowing clouds of steam, never to rise again.

It had all happened so quickly. Lil struggled to turn to see who had fired the arrow, and saw in the distance the silhouette of a man standing atop a tall tower at the edge of the burning town, aiming a large windlass, against the light of the moon. Suddenly, everything went dark, and she fell into unconsciousness.


End file.
